Common use of Termination for Good Cause Clause in Contracts

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case of any of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent: , (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case of any of (i) through (v) above remains which remain uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 90 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to curecondition. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).):

Termination for Good Cause. For “Good Cause”It is agreed and understood that the Company cannot terminate the employment of the Employee under this Agreement except for good cause, which shall mean and that, without prejudice to the occurrence generality of any the right to terminate for good cause, each of the following events, contingencies shall be good cause: (a) Should Employee by reason of injury or illness become incapable for more than one hundred fifty (150) consecutive days of satisfactorily performing his duties as an employee under this Agreement; (b) Should Employee for reasons other than illness or injury absent himself from his duties without Executive’s consent: the consent of the Company (iwhich consent shall not be unreasonably withheld) for more than twenty (20) consecutive days; (c) Should Employee be convicted of a material diminution in Executive’s then current Monthly Base Salary, felony involving moral turpitude; (iid) a material change in Should Employee during the location period of Executive’s principal place of his employment by the Company engage in any activity that would in the opinion of the Board of Directors of the Company constitute a material conflict of interest with the Company; provided that termination for cause based on this subparagraph (d) shall not be effective unless the Employee shall have received written notice from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution Board of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 Directors of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision such activity (which notice shall also include a demand for the Employee to cease the activity giving rise to the conflict of interest) fifteen (15) days prior to his termination and the Employee has failed after receipt of such notice to cease all activities creating the conflict of interest; or (e) Should Employee be grossly negligent in the performance of his duties hereunder, or materially in breach of his duties and obligations under this Agreement; provided that termination for cause based on this subparagraph (e) shall not be effective unless the Employee shall have received written notice from the Board of Directors of the Company (which notice shall include a description of the reasons and circumstances giving rise to such notice) fifteen (15) days prior to his termination and the Employee has failed after receipt of such notice to satisfactorily discharge the performance of his duties hereunder or to comply with the terms of this Agreement, which in as the case of any of may be. The Company may for good cause terminate Employee's employment under this Agreement without advance notice, except as otherwise specifically provided for in subparagraphs (id) through and (ve) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Causeabove. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive Termination shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days affect any of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits 's other rights and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)remedies.

Termination for Good Cause. For “Good Cause”, which shall mean Employee's employment hereunder may be terminated by the occurrence Company for "good cause." The term "good cause" is defined as any one or more of the following occurrences: (a) Employee's breach of any of the following eventscovenants contained in Section 6 of this Agreement; (b) Employee's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude or punishable by imprisonment in the jurisdiction involved; (c) Employee's commission of an act of fraud, whether prior to or subsequent to the date hereof upon the Company; (d) Employee's willful failure or refusal to perform Employee's duties as required by this Agreement for any reason whatsoever (including, without Executive’s consent: (i) a material diminution in Executive’s then current Monthly Base Salarylimitation, (ii) a material change in the location Employee's inability to comply with any laws, rules or regulations of Executive’s principal place of any governmental entity with respect to Employee's employment by the Company); (e) Employee's gross negligence, insubordination or material violation of any duty of loyalty to the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to other material misconduct on the part of Employee; (f) Employee's commission of any act which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due is detrimental to the cessation of such publicly-traded company duties and responsibilities), Company's business or goodwill; or (vg) any material Employee's breach by the Company of any material other provision of this Agreement, which in the case provided that termination of any of Employee's employment pursuant to this subsection (ig) through (v) above remains uncorrected by the Company shall not constitute valid termination for 30 days following Executive’s good cause unless Employee shall have first received written notice to from the Company of Good Cause. Chief Executive must provide such written notice to Officer stating with specificity the Company of Good Cause within 60 days of the initial existence nature of such specified event alleged breach and affording Employee at least fifteen (15) days to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of correct the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)breach alleged.

Termination for Good Cause. For “Good Cause”, which shall mean Executive's employment hereunder may be terminated by the occurrence Company for "good cause." The term "good cause is defined as any one or more of the following occurrences: (a) Executive's breach of any of the following eventscovenants contained in Article 6 of this Agreement; (b) Executive's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude or punishable by imprisonment in the jurisdiction involved; (c) Executive's commission of an act of fraud, whether prior to or subsequent to the date hereof upon the Company; (d) Executive's continuing repeated willful failure or refusal to perform Executive's duties as required by this Agreement (including, without limitation, Executive’s consent: 's inability to perform Executive's duties hereunder as a result of drug or alcohol related misconduct and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Executive's employment by the Company); (e) Executive's gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Executive; (f) Executive's commission of any act which is detrimental to the Company's business or goodwill; (g) the failure of Executive to obtain any requisite license, permit or approval based on suitability from any state, county, or other governmental authority having jurisdiction over the gaming operations of the Company (the "Gaming Authorities") which would preclude Executive from carrying out his duties as set forth in this Agreement; (h) if, after the initial receipt by Executive of any requisite license, permit or approval from the Gaming Authorities, the execution of Executive's duties as set forth in this Agreement will, as evidenced by communications from any senior official of any of the Gaming Authorities, materially preclude or unduly delay the issuance of, or result in the imposition of unduly burdensome terms and conditions on, or revocation of, any liquor, gaming or other license, permit or approval, necessary or appropriate to the proposed, contemplated or actual operations of the Company; PROVIDED, HOWEVER, that this Section 7.2(h) shall not be applicable if Executive shall, within a reasonable period of time after receipt of written notice from the Board specifying the nature of the issues involved hereunder, remedy the situation to the satisfaction of the applicable Gaming Authorities; or (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material 's breach by the Company of any material other provision of this Agreement, which in the case provided that termination of any of Executive's employment pursuant to this subsection (i) through (v) above remains uncorrected by the Company shall not constitute valid termination for 30 days following Executive’s good cause unless Executive shall have first received written notice to from the Company of Good Cause. Executive must provide such written notice to Board stating with specificity the Company of Good Cause within 60 days of the initial existence nature of such specified event alleged breach and affording Executive at least fifteen (15) days to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of correct the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)breach alleged.

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent: , (i) a material diminution any reduction in Executive’s then current Monthly Base Salary, as set out on Exhibit “A” and increased from time to time, (ii) a material change in the location any relocation of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution change in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, duties or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position set out on Exhibit “A” or any title or Position to which Executive has been promoted (provided, however, that (A) if after a Change in Control (as defined herein) the Company in its entirety (as it was constituted immediately prior to the Change in Control) becomes or is otherwise organized in its entirety (as it was constituted immediately prior to the Change in Control) as a division of its then Parent (as defined herein) or successor company and Executive retains the same title and Position and substantially the same authority, duties and responsibilities within such division, or (B) if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly publicly-traded company because the Company ceases to have any securities registered under Section section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then in either case Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely diminished), (v) any failure by the Company to pay any amount due to the cessation of such publicly-traded company duties and responsibilities)under this Agreement, or (vvi) any material breach by the Company of any material provision of this Agreement, which in the case of any of (i) through (v) above remains which remain uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).benefits:

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the Company’s Chief Executive Officer, which in the case of any of (i) through (vvi) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).

Termination for Good Cause. For “Good Cause”, which shall mean Executive's employment hereunder may be terminated by the occurrence of Company for "good cause." The term "good cause" is defined as any one or more of the following eventsoccurrences: (a) Executive's conviction by, without Executive’s consent: (i) or entry of a material diminution in Executive’s then current Monthly Base Salaryplea of guilty or nolo contendere in, (ii) a material change court of competent and final jurisdiction for any crime involving moral turpitude or would constitute a felony in the location jurisdiction involved; (b) Executive's conviction of the commission of an act of fraud, whether prior to or subsequent to the date hereof upon the Company; (c) Executive's continuing repeated willful failure or refusal to perform Executive's duties as required by this Agreement; (d) the failure of Executive to obtain and maintain any requisite license, permit or approval based on suitability from any state, county, or other governmental authority having jurisdiction over the gaming operations of the Company (the "Gaming Authorities") which would preclude Executive from carrying out his duties as set forth in this Agreement; (e) Executive's breach of any other provision of this Agreement, provided that termination of Executive’s principal place of 's employment by the Company pursuant to Section 7.2(c) or this Section 7.2(f) shall not constitute valid termination for good cause unless Executive shall have first received written notice from the “Location” set out on Exhibit “A,” Board stating with specificity the nature of such breach and affording Executive fifteen (iii15) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position days to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with correct the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (breach alleged; provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will breach cannot be deemed to have been materially diminished solely due to the cessation of cured within such publicly-traded company duties and responsibilities), or fifteen (v15) any material breach by the Company of any material provision of this Agreement, which in the case of any of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Causeday period, Executive shall receive all severance benefits be afforded a reasonable time period thereafter to cure such breach provided that Executive commences the cure of such breach within the fifteen (15) day period and equity treatment described in Section 1.1.b. as if Executive’s employment ended due diligently proceeds to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)cure such breach to completion.

Termination for Good Cause. For “Good Cause”(i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean (a) the occurrence willful, substantial, continued and unjustified refusal of the Executive substantially to perform his duties with the willful intention of harming the company (other than any failure due to physical or mental incapacity) or (b) continued willful misconduct materially and demonstrably injurious to the Company, financially or otherwise, in each case, as determined in the reasonable discretion of the Board of Directors, but with respect to each of the foregoing bases for termination specified in the preceding clause, only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the following eventsBoard of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and his counsel to be heard by the Board of Directors with respect to the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive for good cause is duly adopted by a unanimous vote of the entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to such termination. No act or failure to act by the Executive shall be considered willful unless done or omitted to be done by him not in good faith and without Executive’s consent: reasonable belief that his action or omission was in the best interests of the Company. (ii) If the employment of the Executive is terminated for good cause under Section 8(b) (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effect yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company to the Executive hereunder, and the Executive shall be entitled to no further benefits under this Agreement (other than rights already accrued). (iii) Termination of the employment of the Executive other than as expressly specified above in Section 8(b) (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice good cause shall be deemed to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”(i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean (a) the occurrence willful, substantial, continued and unjustified refusal of the Executive substantially to perform his duties with the Company to the extent of his ability to do so (other than any failure due to physical or mental incapacity) or (b) willful misconduct materially and demonstrably injurious to the Company, financially or otherwise, in each case, as determined in the reasonable discretion of the Board of Directors, but with respect to each of the foregoing bases for termination specified in the preceding clause, only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the following eventsBoard of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and his counsel to be heard by the Board of Directors with respect to the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive for good cause is duly adopted by a vote of a majority of the entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to such termination. No act or failure to act by the Executive shall be considered willful unless done or omitted to be done by him not in good faith and without Executive’s consent: (i) a material diminution reasonable belief that his action or omission was in Executive’s then current Monthly Base Salary, the best interests of the Company. (ii) a material change in If the location employment of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered is terminated for good cause under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d8(b)(i) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of (i) through (v) above remains uncorrected by such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to hereunder, and the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days no further benefits under this Agreement (other than rights already accrued). (iii) Termination of the Company’s failure employment of the Executive other than as expressly specified above in this Section 8(b) for good cause shall be deemed to cure. Upon Executive’s be a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the Company’s Board of Directors, which in the case of any of (i) through (vvi) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).

Termination for Good Cause. For “Good Cause”(i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean (a) the occurrence willful, substantial, continued and unjustified refusal of the Executive substantially to perform his duties with the (other than any failure due to physical or mental incapacity) or (b) willful misconduct materially and demonstrably injurious to the Company, financially or otherwise, in each case, as determined in the reasonable discretion of the Board of Directors, but with respect to each of the foregoing bases for termination specified in the preceding clause, only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the following eventsBoard of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and his counsel to be heard by the Board of Directors with respect to the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive for good cause is duly adopted by a vote of a majority of the entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to such termination. No act or failure to act by the Executive shall be considered willful unless done or omitted to be done by him not in good faith and without Executive’s consent: reasonable belief that his action or omission was in the best interests of the Company. (ii) If the employment of the Executive is terminated for good cause under Section 8(b) (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effect yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company to the Executive hereunder, and the Executive shall be entitled to no further benefits under this Agreement (other than rights already accrued). (iii) Termination of the employment of the Executive other than as expressly specified above in Section 8(b) (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice good cause shall be deemed to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”It is agreed and understood that the Company cannot terminate the employment of the Employee under this Agreement except for good cause, which shall mean and that, without prejudice to the occurrence generality of any the right to terminate for good cause, each of the following events, contingencies shall be good cause: (a) Should Employee by reason of injury or illness become incapable for more than one hundred fifty (150) consecutive days of satisfactorily performing his duties as an employee under this Agreement; (b) Should Employee for reasons other than illness or injury absent himself from his duties without Executive’s consent: the consent of the Company (iwhich consent shall not be unreasonably withheld) for more than twenty (20) consecutive days; (c) Should Employee be convicted of a material diminution in Executive’s then current Monthly Base Salary, crime punishable by imprisonment; (iid) a material change in Should Employee during the location period of Executive’s principal place of his employment by the Company engage in any activity that would in the opinion of the Board of Directors of the Company constitute a material conflict of interest with the Company; provided that termination for cause based on this subparagraph (d) shall not be effective unless the Employee shall have received written notice from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution Board of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 Directors of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision such activity (which notice shall also include a demand for the Employee to cease the activity giving rise to the conflict of interest) fifteen (15) days prior to his termination and the Employee has failed after receipt of such notice to cease all activities creating the conflict of interest; or (e) Should Employee be grossly negligent or inefficient in the performance of his duties hereunder, or otherwise fail to comply with the terms and conditions of this Agreement; provided that termination for cause based on this subparagraph (e) shall not be effective unless the Employee shall have received written notice from the Board of Directors of the Company (which notice shall include a description of the reasons and circumstances giving rise to such notice) fifteen (15) days prior to his termination and the Employee has failed after receipt of such notice to satisfactorily discharge the performance of his duties hereunder or to comply with the terms of this Agreement, which in as the case of any of may be. The Company may for good cause terminate Employee's employment under this Agreement without advance notice, except as otherwise specifically provided for in subparagraphs (id) through and (ve) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Causeabove. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive Termination shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days affect any of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits 's other rights and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)remedies.

Termination for Good Cause. For “Good Cause”It is agreed and understood that the Company cannot terminate the employment of the Employee under this Agreement except for good cause, which shall mean and that, without prejudice to the occurrence generality of any the right to terminate for good cause, each of the following events, without Executive’s consentcontingencies shall be good cause: (ia) Should Employee by reason of injury or illness become incapable for more than one hundred fifty (150) consecutive days of satisfactorily performing his duties as an employee under this Agreement; (b) Should Employee for reasons other than illness or injury absent himself from his duties without the consent of the Company (which consent shall not be unreasonably withheld) for more than twenty (20) consecutive days; (c) Should Employee be convicted of a material diminution in Executive’s then current Monthly Base Salary, crime punishable by imprisonment; (iid) a material change in Should Employee during the location period of Executive’s principal place of his employment by the Company engage in any activity that would in the opinion of the Board of Directors of the Company constitute a material conflict of interest with the Company; provided that termination for cause based on this subparagraph (d) shall not be effective unless the Employee shall have received written notice from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution Board of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 Directors of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision such activity (which notice shall also include a demand for the Employee to cease the activity giving rise to the conflict of interest) fifteen (15) days prior to his termination and the Employee has failed after receipt of such notice to cease all activities creating the conflict of interest; or (e) Should Employee be grossly negligent or inefficient in the performance of his duties hereunder, or otherwise fail to comply with the terms and conditions of this Agreement; provided that termination for cause based on this subparagraph (e) shall not be effective unless the Employee shall have received written notice from the Board of Directors of the Company (which notice shall include a description of the reasons and circumstances giving rise to such notice) fifteen (15) days prior to his termination and the Employee has failed after receipt of such notice to satisfactorily discharge the performance of his duties hereunder or to comply with the terms of this Agreement, which in as the case of any of may be. The Company may for good cause terminate Employee's employment under this Agreement without advance notice, except as otherwise specifically provided for in subparagraphs (id) through and (ve) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Causeabove. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive Termination shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days affect any of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits 's other rights and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)remedies.

Termination for Good Cause. For “Good Cause”Executive's employment hereunder may be terminated by the Company for "good cause." The term "good cause" is defined as one or more of the following occurrences: (a) Executive's breach of the covenants contained in Article 6 of this Agreement; (b) Executive's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude or punishable by imprisonment in the jurisdiction involved (excluding traffic offenses); (c) Executive's commission of an act of fraud, whether prior to or subsequent to the date hereof upon the Company; (d) Executive's continuing repeated willful failure or refusal to perform Executive's duties as required by this Agreement (including, without limitation, Executive's inability to perform Executive's duties hereunder as a result of drug or alcohol related misconduct and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Executive's employment by the Company); (e) Executive's gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Executive; (f) the failure of Executive to obtain any requisite license, permit or approval based on suitability from any state, county, or other governmental authority having jurisdiction over the gaming operations of the Company (the "Gaming Authorities") which shall mean would preclude Executive from carrying out his duties as set forth in this Agreement; (g) if, after the occurrence initial receipt by Executive of any requisite license, permit or approval from the Gaming Authorities, the execution of Executive's duties as set forth in this Agreement will, as evidenced by communications from any senior official or any of the following eventsGaming Authorities, without Executive’s consent: (i) a material diminution in Executive’s then current Monthly Base Salarymaterially preclude or unduly delay the issuance of, (ii) a material change or result in the location imposition of Executive’s principal place unduly burdensome terms and conditions on, or revocation of, any liquor, gaming or other license, permit or approval, necessary or appropriate to the proposed, contemplated or actual operations of employment by the Company Company; PROVIDED, HOWEVER, that this Section 7.2(g) shall not be applicable if Executive shall, within a reasonable period of time after receipt of written notice from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with Board specifying the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 nature of the Securities Exchange Act of 1934issues involved hereunder, as amended, or ceases remedy the situation to be required to file reports under Section 15(d) the satisfaction of the Securities Exchange Act of 1934, as amended, then applicable Gaming Authorities; or (h) Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material 's breach by the Company of any material other provision of this Agreement, which in the case provided that termination of any of Executive's employment pursuant to this subsection (i) through (v) above remains uncorrected by the Company shall not constitute valid termination for 30 days following Executive’s good cause unless Executive shall have first received written notice to from the Company of Good Cause. Executive must provide such written notice to Board stating with specificity the Company of Good Cause within 60 days of the initial existence nature of such specified event alleged breach and affording Executive at least fifteen (15) business days to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of correct the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)breach alleged.

Termination for Good Cause. For “Good Cause”(i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean (a) the occurrence willful, substantial, continued and unjustified refusal of the Executive substantially to perform his duties with the willful intention of harming the company (other than any failure due to physical or mental incapacity) or (b) continued willful misconduct materially and demonstrably injurious to the Company, financially or otherwise, in each case, as determined in the reasonable discretion of the Board of Directors, but with respect to each of the foregoing bases for termination specified in the preceding clause, only if( 1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the following eventsBoard of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and his counsel to be heard by the Board of Directors with respect to the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive for good cause is duly adopted by a unanimous vote of the entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to such termination. No act or failure to act by the Executive shall be considered willful unless done or omitted to be done by him not in good faith and without Executive’s consent: reasonable belief that his action or omission was in the best interests of the Company. (ii) If the employment of the Executive is terminated for good cause under Section 8(b) (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effect yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company to the Executive hereunder, and the Executive shall be entitled to no further benefits under this Agreement (other than rights already accrued). (iii) Termination of the employment of the Executive other than as expressly specified above in Section 8(b) (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice good cause shall be deemed to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent: , (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the case of Company’s Chief Executive Officer, any of (i) through (v) above remains which remain uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 90 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to curecondition. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).):

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of This agreement can be terminated by either party providing prior written notice under the following events, without Executive’s consentconditions: (i) a material diminution MERCHANT involvement in Executive’s then current Monthly Base Salary, criminal activities as per applicable laws; (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” party's insolvency or undergoing financial instability-related actions or legal proceedings; (iii) any a material diminution in Executive’s Position from breach by either party that set out on Exhibit “A” or any title or Position cannot be rectified and renders adherence to which Executive has been promoted, the AGREEMENT unfeasible; (iv) a party's material breach of obligations under this agreement remaining uncorrected for thirty (30) days after being notified of the breach. HOLISTIC PAYMENT reserves the right to suspend SERVICES if the MERCHANT fails to meet obligations under this AGREEMENT. Termination does not nullify legal remedies for breaches occurring before termination. HOLISTIC PAYMENT will notify the MERCHANT promptly following any material diminution suspension in accordance with APPLICABLE LAWS, RULES of Executive’s authorityREGULATIONS. HOLISTIC PAYMENT may terminate the AGREEMENT or parts thereof under the following circumstances: (i) HOLISTIC PAYMENT becoming aware of circumstances impacting the MERCHANT's contractual obligations; (ii) HOLISTIC PAYMENT observing disreputable, dutiessuspicious, or responsibilities from those commensurate and consistent with reputation- detrimental actions/events within the characterMERCHANT's business; (iii) MERCHANT actions increasing risk for HOLISTIC PAYMENT, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amendedits partnering FINANCIAL INSTITUTION, or ceases to be required to file reports under Section 15(dSERVICE PROVIDERS; (iv) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties legal actions impacting HOLISTIC PAYMENT and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or XXXXXXXX's business relationship; (v) any material breach failure by the Company MERCHANT to promptly notify HOLISTIC PAYMENT in writing of any material provision of this Agreement, which in the case of any of significant business operation changes within 5 banking days; (ivi) through (v) above remains uncorrected security provided by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).MERCHANT becoming unenforceable or withdrawn;

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent: , (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the case of Company’s Chief Executive Officer, any of (i) through (v) above remains which remain uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 90 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to curecondition. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).): (i) a lump-sum payment in cash (in accordance with Section 4.10) equal to the Monthly Base Salary in effect on the date of termination for Good Cause multiplied by 12, together with a prorated amount of Monthly Base Salary for any partial month in which such termination occurs;

Termination for Good Cause. For “Good Cause”(i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean the occurrence termination of employment of Employee because of Employee's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties (including failure to travel to the Company's headquarters to the extent necessary to complete his duties), willful violation of any of the following eventsmaterial law, without Executive’s consent: (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change rule or regulation resulting in the location of Executive’s principal place of employment by Company's detriment or reflecting upon the Company from the “Location” set out on Exhibit “A,” Company's integrity (iiiother than traffic infractions or similar minor offenses) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Employee of the terms of this Agreement and failure to cure such breach within thirty (30) days after receipt of written notice from the Company specifying the nature of any material provision such breach or to pay compensation to the Company deemed reasonable by the Company if the breach cannot be cured. (ii) If the employment of the Executive is terminated for good cause under Section 7.2(i) of this Agreement, which the Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any such cash bonus compensation earned pursuant to the provisions of this Agreement or any incentive compensation plan then in effect but not paid to the case Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to hereunder, and the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days no further benefits under this Agreement (other than rights already accrued or the Executive's rights under Section 3.7). (iii) Termination of the Company’s failure employment of the Executive, other than as expressly specified above in Section 7.2(i) for good cause, shall be deemed to cure. Upon Executive’s be termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “The Company may terminate Executive's employment at any time for Good Cause”, which shall mean as such term is hereinafter defined. For the occurrence purposes of this Agreement, "Good Cause" means Executive's gross misconduct; Executive's gross neglect of duties; Executive's commission of any act involving moral turpitude; Executive's material breach of this Agreement or the Confidentiality Agreement; any act or omission of Executive involving fraud or embezzlement against the Company; Executive's appropriation of any property or proprietary information of the following eventsCompany resulting, without in either case, in substantial harm to the Company; or Executive’s consent: 's conviction of a felony. Executive shall have fifteen (i15) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location days after receipt of Executive’s principal place of employment by written notice from the Company from the “Location” set out on Exhibit “A,” (iii) to cure any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (conduct constituting Good Cause hereunder; provided, however, that such fifteen (15) day period shall not apply if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases reasonably determines that such conduct is not capable of being cured. If terminated for Good Cause in accordance with the provisions of this Section 5(a), Executive shall be entitled to have any securities registered under Section 12 unpaid compensation accrued through the last day of Executive's employment, a lump sum payment in respect of all accrued but unused vacation days (provided, that in no event shall the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation aggregate number of such publicly-traded company duties and responsibilities)accrued vacation days exceed 10 days) at his Base Salary in effect on the date such vacation was earned, or (v) any material breach by the Company payment of any material provision of this Agreement, which in the case of any of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice other amounts owing to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive but not yet paid and shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance any other compensation or benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by from the Company whatsoever (provided, however, that, in except as and to the event extent the continuation of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead applycertain benefits is required by law).

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean: (A) the Executive's conviction of either a material diminution felony involving moral turpitude or any crime in connection with the Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of 's employment by the Company which causes the Company a substantial detriment, but specifically shall not include traffic offenses; (B) actions by the Executive as an executive officer of the Executive which clearly are contrary to the best interests of the Company; (C) the Executive's willful failure to take actions permitted by law and necessary to implement policies of the Company's Board of Directors which the Board of Directors has communicated to him in writing, provided that minutes of a Board of Directors meeting attended in its entirety by the Executive shall be deemed communicated to the Executive; (D) the Executive's continued failure to attend to the Executive's duties as an executive officer of the Executive; or (E) any condition which either resulted from the “Location” set out Executive's substantial dependence, as determined by the Board of Directors of the Company, on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” alcohol, or any title narcotic drug or Position other controlled or illegal substance. If any determination of substantial dependence is disputed by the Executive, the parties hereto agree to which abide by the decision of a panel of three physicians appointed in the manner and subject to the same penalties for noncompliance as specified in Section 7(b)(ii) of this Agreement. (ii) Notwithstanding the foregoing, each of the foregoing bases for termination specified in (A) through (E) of Subsection 8(b)(i) shall constitute "Good Cause" only if (1) the Executive has been promoted, (iv) provided with written notice of any material diminution of Executive’s authority, duties, or responsibilities from those commensurate assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted given a reasonable period of time within which to remedy or cure the problem or complaint, (provided2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, however, that if (3) at any time Executive ceases or prior to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 meeting of the Securities Exchange Act Board of 1934Directors to consider the matters described in the written notice, as amended, or ceases an opportunity is provided to the Executive and his counsel to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach heard by the Company Board of any material provision of this Agreement, which in the case of any of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause Directors with respect to specified events unless the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive tenders resignation for Good Cause within 30 days good cause is duly adopted by a vote of a majority of the Company’s failure to cure. Upon Executive’s termination entire Board of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by Directors of the Company at a meeting of the Board duly called and held and (provided, however, that, in 5) the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).Executive is

Termination for Good Cause. For “Good Cause”(i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean the occurrence termination of employment of Employee because of Employee's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties (including failure to travel to the Company's headquarters to the extent necessary to complete his duties), willful violation of any of the following eventsmaterial law, without Executive’s consent: (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change rule or regulation resulting in the location of Executive’s principal place of employment by Company's detriment or reflecting upon the Company from the “Location” set out on Exhibit “A,” Company's integrity (iiiother than traffic infractions or similar minor offenses) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Employee of the terms of this Agreement and failure to cure such breach within thirty (30) days after receipt of written notice from the Company specifying the nature of any material provision such breach or to pay compensation to the Company deemed reasonable by the Company if the breach cannot be cured. (ii) If the employment of the Executive is terminated for good cause under Section 7.2(i) of this Agreement, which the Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any cash bonus compensation earned pursuant to the provisions of this Agreement or any incentive compensation plan then in effect but not paid to the case Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to hereunder, and the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days no further benefits under this Agreement (other than rights already accrued or the Executive's rights under Section 3.7). (iii) Termination of the Company’s failure employment of the Executive, other than as expressly specified above in Section 7.2(i) for good cause, shall be deemed to cure. Upon Executive’s be a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”, which shall mean Executive's employment hereunder may be terminated by the occurrence Company for "good cause." The term "good cause is defined as any one or more of the following occurrences: (a) Executive's breach of any of the following eventscovenants contained in Article 6 of this Agreement; (b) Executive's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude or punishable by imprisonment in the jurisdiction involved; (c) Executive's commission of an act of criminal fraud that affects the Company, whether prior to or subsequent to the date hereof upon the Company; (d) Executive's continuing repeated willful failure or refusal to perform Executive's duties as required by this Agreement (including, without limitation, Executive’s consent: (i) 's inability to perform Executive's duties hereunder as a material diminution in result of drug or alcohol related misconduct and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of 's employment by the Company); (e) Executive's gross negligence, misappropriation of Company assets, or any other material misconduct on the part of Executive; (f) the failure of Executive to obtain any requisite license, permit or approval based on suitability from any state, county, or other governmental authority having jurisdiction over the gaming operations of the Company (the "Gaming Authorities") which would preclude Executive from carrying out his duties as set forth in this Agreement; (g) if, after the initial receipt by Executive of any requisite license, permit or approval from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promotedGaming Authorities, (iv) any material diminution the execution of Executive’s authority's duties as set forth in this Agreement will, dutiesas evidenced by communications from any senior official of any of the Gaming Authorities, materially preclude or unduly delay the issuance of, or responsibilities from those commensurate result in the imposition of unduly burdensome terms and consistent with the characterconditions on, status and dignity or revocation of, any liquor, gaming or other license, permit or approval, necessary or appropriate to Executive’s Position the proposed, contemplated or any title or Position to which Executive has been promoted (providedactual operations of the Company; PROVIDED, howeverHOWEVER, that this Section 7.2(h) shall not be applicable if at any Executive shall, within a reasonable period of time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because after receipt of written notice from the Company ceases to have any securities registered under Section 12 Board specifying the nature of the Securities Exchange Act of 1934issues involved hereunder, as amended, or ceases remedy the situation to be required to file reports under Section 15(d) the satisfaction of the Securities Exchange Act of 1934, as amended, then applicable Gaming Authorities; or (h) Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material 's breach by the Company of any material other provision of this Agreement, which in the case provided that termination of any of Executive's employment pursuant to this subsection (i) through (v) above remains uncorrected by the Company shall not constitute valid termination for 30 days following Executive’s good cause unless Executive shall have first received written notice to from the Company of Good Cause. Executive must provide such written notice to Board stating with specificity the Company of Good Cause within 60 days of the initial existence nature of such specified event alleged breach and affording Executive at least fifteen (15) days to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of correct the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)breach alleged.

Termination for Good Cause. For Employee’s employment may be terminated by Employer for “Good Cause”, which as described below. Upon such termination, Employer’s obligation to compensate Employee shall mean in all respects cease, except that Employer shall pay Employee, within thirty (30) days of such termination (or sooner if required by law), any Accrued Compensation as of the occurrence time of such termination and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by the applicable program or plan. The term “Good Cause” includes, but is not limited to any one or more of the following occurrences: (a) Employee’s breach of any of the following eventscovenants contained in Section 3 of this Agreement; (b) Employee’s conviction of a felony punishable by imprisonment; (c) Employee’s commission of an act of fraud with respect to the business and affairs of Employer or the Companies; (d) Employee’s willful failure or refusal to perform his duties as required by this Agreement, provided that the termination of Employee’s employment pursuant to this subparagraph (d) shall not constitute valid termination for Good Cause unless Employee shall first have received written notice from the Board stating with specificity the nature of such failure or refusal in the performance of duties and affording Employee at least fifteen (15) days to correct the act or omission complained of; (e) Gross negligence, theft of Employer’s or the Companies’ property, material violation by Employee of any duty of loyalty to Employer, or any other willful material misconduct on the part of Employee which results in or could cause a material financial loss by Employer; or (f) Material violation of any written employee policy promulgated by Employer or its affiliate and applicable to Employee, as in effect at that time, including, without Executivelimitation, the receipt of any kick-back or side payment from any customer, supplier or vendor; provided, however, any such material violation must be listed in the employee policy as a termination for Good Cause violation. Notwithstanding the foregoing, and except as provided below, termination of Employee’s employment by resignation shall be deemed a termination for Good Cause and shall be effective as of the effective date of such resignation, but acceptance of such resignation by Employer shall not be deemed a waiver of any right of Employer or the Companies under this Agreement. If, without Employee’s written consent: , (i) and through action of the Employer, Employee (A) ceases to hold the title of President or Chief Executive Officer (for purposes of clarification, Employee may cease to hold the title of Chairman without triggering this clause (A)), (B) ceases to report directly to the Board, or (C) experiences a material diminution circumstance in Executive’s then current Monthly Base Salarywhich any significant business function of Employer for which Employee has primary responsibility becomes the responsibility of any individual who does not report directly or indirectly to Employee, or (ii) a material change in the geographic location at which Employee must perform his services of Executivegreater than 50 miles from the metropolitan area of Employee’s principal place of employment as of the Effective Date, then, if Employee, within 90 days of the occurrence of such event, notifies Employer of such occurrence and within 30 days following receipt of such notice Employer has failed to remedy the condition, Employee may resign and his resignation shall be deemed a termination other than for Good Cause and have the effect set forth in Section 9 below, provided such resignation is within 30 days following such failure to remedy by Employer (herein a “Constructive Termination”). For purposes of clarification, if Employer delegates to any individual responsibility for any significant business function, which prior to such delegation, was the Company from direct responsibility of Employee, such delegation shall not be a Constructive Termination so long as such delegate continues to report directly or indirectly to Employee. In addition, and notwithstanding anything in this Section to the “Location” set out on Exhibit “A,” contrary, neither of the following shall be deemed a Constructive Termination: (iiii) any material diminution in Executivereporting directly to the Board or a committee thereof by Employer’s Position from that set out on Exhibit “A” chief financial officer, chief legal officer or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, howeverother employees, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, is either customary or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities)by applicable law, or (vii) any material breach activities by, or delegation of responsibility to, the Chairman of the Board. Further, it is understood that Employer’s obligation to make any payments contemplated by this Agreement (other than any payments required by law upon termination of employment which must be made absent the Company of any material provision existence of this Agreement, which in the case of any of (i) through (v) above remains uncorrected by the Company for 30 days following Executiveis subject to Employee’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause compliance with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions 3 of Section 1.3 will instead apply)this Agreement.

Termination for Good Cause. For Executive’s employment hereunder may be terminated by the Company for “Good Cause”, which shall mean good cause.” The term “good cause is defined as any one or more of the occurrence following occurrences: (a) Executive’s breach of any of the following eventscovenants contained in Article 6 of this Agreement; (b) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude or punishable by imprisonment in the jurisdiction involved; (c) Executive’s commission of an act of criminal fraud that affects the Company, whether prior to or subsequent to the date hereof upon the Company; (d) Executive’s continuing repeated willful failure or refusal to perform Executive’s duties as required by this Agreement (including, without limitation, Executive’s consent: (i) a material diminution in inability to perform Executive’s then current Monthly Base Salaryduties hereunder as a result of drug or alcohol related misconduct and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Executive’s employment by the Company); (iie) a Executive’s gross negligence, insubordination or material change violation of any duty or loyalty to the Company, misappropriation of Company assets, or any other material misconduct on the part of Executive; (f) Not used. (g) the failure of Executive to obtain any requisite license, permit or approval based on suitability from any state, county, or other governmental authority having jurisdiction over the gaming operations of the Company (the “Gaming Authorities”) which would preclude Executive from carrying out his duties as set forth in this Agreement; (h) if, after the location initial receipt by Executive of any requisite license, permit or approval from the Gaming Authorities, the execution of Executive’s principal place duties as set forth in this Agreement will, as evidenced by communications from any senior official of employment by any of the Company from Gaming Authorities, materially preclude or unduly delay the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, dutiesissuance of, or responsibilities from those commensurate result in the imposition of unduly burdensome terms and consistent with the characterconditions on, status and dignity or revocation of, any liquor, gaming or other license, permit or approval, necessary or appropriate to Executive’s Position the proposed, contemplated or any title or Position to which Executive has been promoted (actual operations of the Company; provided, however, that this Section 7.2(h) shall not be applicable if at any Executive shall, within a reasonable period of time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because after receipt of written notice from the Company ceases to have any securities registered under Section 12 Board specifying the nature of the Securities Exchange Act of 1934issues involved hereunder, as amended, or ceases remedy the situation to be required to file reports under Section 15(d) the satisfaction of the Securities Exchange Act of 1934, as amended, then applicable Gaming Authorities; or (i) Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material other provision of this Agreement, which in the case provided that termination of any of Executive’s employment pursuant to this subsection (i) through (v) above remains uncorrected by the Company shall not constitute valid termination for 30 days following Executive’s good cause unless Executive shall have first received written notice to from the Company of Good Cause. Executive must provide such written notice to Board stating with specificity the Company of Good Cause within 60 days of the initial existence nature of such specified event alleged breach and affording Executive at least fifteen (15) days to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of correct the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)breach alleged.

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean: (A) the Executive's conviction of either a material diminution felony involving moral turpitude or any crime in connection with the Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of 's employment by the Company from which causes the “Location” set out Company a substantial detriment, but specifically shall not include traffic offenses; (B) the Executive's taking action as an executive officer of the Company which, at the time such action is taken, the Executive knows or reasonably should know to be contrary to the best interests of the Company; (C) the Executive's willful failure to take actions not prohibited by law and necessary to implement policies of the Company's Board of Directors which actions the Board of Directors has communicated to him in writing, provided that minutes of a Board of Directors meeting attended in its entirety by the Executive shall be deemed communicated to the Executive; (D) the Executive's continued failure to attend to the Executive's duties as an executive officer of the Company; or (E) the Executive's use of or substantial dependence on Exhibit “alcohol or any narcotic drug or other controlled or illegal substance, if such use or dependence renders the Executive unable to perform his duties under this Agreement with or without reasonable accommodation, or any illegal use of such substance during working hours or while performing services under this Agreement. If any determination of substantial dependence is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner and subject to the same penalties for noncompliance as specified in Section 7(b)(ii) of this Agreement. (ii) Notwithstanding the foregoing, each of the foregoing bases for termination specified in (A,” ) through (E) of Subsection 8(b)(i) shall constitute "Good Cause" only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the Board of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and his counsel to be heard by the Board of Directors with respect to the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive for good cause is duly adopted by a vote of a majority of the entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to such termination. (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which If the employment of the Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered is terminated for good cause under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d8(b)(i) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of (i) through (v) above remains uncorrected by such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to hereunder, and the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days no further benefits under this Agreement (other than rights already accrued). (iv) Termination of the Company’s failure employment of the Executive other than as expressly specified above in this Section 8(b) for good cause shall be deemed to cure. Upon Executive’s be a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For Employee’s employment hereunder may be terminated by Employer for “Good Cause”, which shall mean good cause.” The term “good cause” is defined as any one or more of the occurrence following occurrences: (a) Employee’s breach of any of the following eventscovenants contained in Section 5 of this Agreement; (b) Employee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final adjudication for any crime involving moral turpitude or punishable by imprisonment in the jurisdiction involved or which Employer believes could prohibit Employee from obtaining or maintaining any work card, license, or finding of suitability necessary for Employee to perform the duties described herein or assigned to him; (c) Employee’s commission of an act of criminal fraud that affects Employer, whether prior to or subsequent to the date hereof; (d) Employee’s continuing repeated willful failure or refusal to perform Employee’s duties as required by this Agreement (including, without Executivelimitation, Employee’s consent: inability to perform Employee’s duties hereunder as a result of drug or alcohol related misconduct and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Employee’s employment by Employer); (e) Employee’s gross negligence, insubordination or material violation of any duty or loyalty to Employer, misappropriation of Employer’s assets, or any other material gross misconduct on the part of Employee; (f) Employee’s breach of any of the Employer’s ethics policies; (g) Employee’s commission of any act that is materially detrimental to Employer’s business or goodwill; (h) the failure of Employee to obtain any requisite license, permit or approval based on suitability from any government authority (the “Authorities”) that would preclude Employee from carrying out his duties as set forth in this Agreement; (i) a material diminution If, after the initial receipt by Employee of any requisite license, permit or approval from the Authorities, the execution of Employee’s duties as set forth in Executive’s then current Monthly Base Salarythis Agreement will, (ii) a material change as evidenced by communications from any senior official of any of the Authorities, materially preclude or unduly delay the issuance of, or result in the location imposition of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, dutiesunduly burdensome terms and conditions on, or responsibilities from those commensurate and consistent with the characterrevocation of, status and dignity any liquor, gaming or other license, permit or approval, necessary or appropriate to Executive’s Position the proposed, contemplated or any title or Position to which Executive has been promoted (actual operations of Employer; provided, however, that this Section 6.2(i) shall not be applicable if at any Employee shall, within a reasonable period of time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because after receipt of written notice from Senior Management specifying the Company ceases to have any securities registered under Section 12 nature of the Securities Exchange Act issues involved hereunder, remedy the situation to the satisfaction of 1934the applicable Authorities; (j) Any of the Authorities commences or threatens to commence any suit or proceeding against Employer or any affiliate of Employer, or to terminate or deny, any requisite license, permit, finding of suitability, or any other approval of Employer or any affiliate of Employer, by or from any of the Authorities, as amended, a result of Employer’s association with Employee; (k) Chronic alcohol or ceases to be required to file reports under Section 15(ddrug abuse; or (1) of the Securities Exchange Act of 1934, as amended, then ExecutiveEmployee’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which except a breach as defined in the case of any of subsection 6.2 (ia) through (vk), provided that termination of Employee’s employment pursuant to this subsection 6.2(l) above remains uncorrected by the Company shall not constitute valid termination for 30 days following Executive’s good cause unless Employee shall have first received written notice to from Employer stating with specificity the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence nature of such specified event alleged breach and affording Employee at least fifteen (15) days to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of correct the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)breach alleged.

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean: (A) the Executive's conviction of either a material diminution felony involving moral turpitude or any crime in connection with the Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of 's employment by the Company from which causes the “Location” set out Company a substantial detriment, but specifically shall not include traffic offenses; (B) actions by the Executive as an executive officer of the Company which clearly are contrary to the best interests of the Company; (C) the Executive's willful failure to take actions permitted by law and necessary to implement policies of the Company's Board of Directors which the Board of Directors has communicated to him in writing, provided that minutes of a Board of Directors meeting attended in its entirety by the Executive shall be deemed communicated to the Executive; (D) the Executive's continued failure to attend to the Executive's duties as an executive officer of the Company; or (E) the Executive's use of or substantial dependence on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” alcohol or any title narcotic drug or Position other controlled or illegal substance, if such use or dependence renders the Executive unable to which Executive has been promoted, (iv) any material diminution of Executive’s authority, dutiesperform his duties under this Agreement with or without reasonable accommodation, or responsibilities from those commensurate any illegal use of such substance during working hours or while performing services under this Agreement. If any determination of substantial dependence is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner and consistent with subject to the character, status and dignity appropriate to Executive’s Position or any title or Position to which same penalties for noncompliance as specified in Section 7(b)(ii) of this Agreement. (ii) If the employment of the Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered is terminated for good cause under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d8(b)(i) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company to the Executive hereunder, and the Executive shall be entitled to no further benefits under this Agreement (iother than rights already accrued). (iii) Notwithstanding the foregoing, each of the foregoing bases for termination specified in (A) through (vE) above remains uncorrected of Subsection 8(b)(i) shall constitute "Good Cause" only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the Board of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and his counsel to be heard by the Company for 30 days following Executive’s written notice to the Company Board of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause Directors with respect to specified events unless the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive tenders resignation for Good Cause within 30 days good cause is duly adopted by a vote of a majority of the Company’s failure entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to cure. Upon Executive’s such termination. (iv) Termination of the employment of the Executive other than as expressly specified above in this Section 8(b) for good cause shall be deemed to be a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “(i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Partner hereunder only for "Good Cause”, ," which shall mean (a) the occurrence of any continued refusal or failure of the following eventsPartner to make reasonable efforts to carry out his duties as a Partner with the Company as set forth in the Partner Role Definition as in effect on the date of this Agreement and attached as Exhibit B to this Agreement (other than any failure due to physical or mental incapacity), without Executive’s consent: as determined in the reasonable discretion of the LAI Board or the Committee, which has not ceased within a reasonable period (inot to exceed 30 days) after a material diminution written demand for substantial performance is delivered to the Partner by or on behalf of the Company, which demand shall identify in Executive’s then current Monthly Base Salaryreasonable detail the manner in which the Company believes that the Partner has not performed such duties and indicates the steps required to be taken to cure such refusal or failure, (b) willful misconduct materially and demonstrably injurious to the Company, financially or otherwise, as determined in the reasonable discretion of the LAI Board or the Committee or (c) the Partner's conviction of or the entering of a plea of nolo contendere to either a felony (excepting any felony traffic offenses, including driving under the influence of alcohol or drugs) or any crime directly related to the Partner's employment by the Company which causes a substantial detriment to the Company. With respect to any proposed termination pursuant to clauses (a) or (b) of the preceding sentence, the Partner may request in writing an opportunity to meet with the LAI Board or the Committee, at or prior to the meeting at which the LAI Board or the Committee will consider whether to terminate this Agreement for Good Cause, to review the matters set forth in the written notice. No termination for Good Cause shall be effected until after any such requested meeting has taken place. (ii) If the employment of the Partner is terminated for Good Cause under Section 8(b)(i) of this Agreement, the Company shall pay to the Partner any Base Salary earned prior to the effective date of termination specified by the LAI Board or the Committee but not yet paid and any bonus compensation earned and other compensation which would be earned upon collection of accounts receivable resulting from work performed prior to the date of termination pursuant to the Partner Compensation Plan but not paid to the Partner prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company to the Partner hereunder, and the Partner shall be entitled to no further benefits under this Agreement (other than rights already accrued). (iii) Termination by the Company of the employment of the Partner other than as expressly specified above in Section 8(b)(i) for Good Cause shall be deemed to be a material change in the location of Executive’s principal place termination of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case of any of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of "Without Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent: , (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the case Company’s Board of Directors, any of (i) through (v) above remains which remain uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 90 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to curecondition. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).):

Termination for Good Cause. For “Good Cause”, which shall mean Executive’s employment hereunder may be terminated by the occurrence Company for "good cause." The term "good cause is defined as any one or more of the following occurrences: (a) Executive’s breach of any of the following eventscovenants contained in Article 6 of this Agreement; (b) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude or punishable by imprisonment in the jurisdiction involved; (c) Executive’s commission of an act of criminal fraud that affects the Company, whether prior to or subsequent to the date hereof upon the Company; (d) Executive’s continuing repeated willful failure or refusal to perform Executive’s duties as required by this Agreement (including, without limitation, Executive’s consent: (i) a material diminution in inability to perform Executive’s then current Monthly Base Salaryduties hereunder as a result of drug or alcohol related misconduct and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Executive’s employment by the Company); (iie) a Executive’s gross negligence, insubordination or material change violation of any duty or loyalty to the Company, misappropriation of Company assets, or any other material misconduct on the part of Executive; (f) Executive’s commission of any act which is materially detrimental to the Company’s business or goodwill; (g) the failure of Executive to obtain any requisite license, permit or approval based on suitability from any state, county, or other governmental authority having jurisdiction over the gaming operations of the Company (the "Gaming Authorities") which would preclude Executive from carrying out his duties as set forth in this Agreement; (h) if, after the location initial receipt by Executive of any requisite license, permit or approval from the Gaming Authorities, the execution of Executive’s principal place duties as set forth in this Agreement will, as evidenced by communications from any senior official of employment by any of the Company from Gaming Authorities, materially preclude or unduly delay the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, dutiesissuance of, or responsibilities from those commensurate result in the imposition of unduly burdensome terms and consistent with the characterconditions on, status and dignity or revocation of, any liquor, gaming or other license, permit or approval, necessary or appropriate to Executive’s Position the proposed, contemplated or any title or Position to which Executive has been promoted (actual operations of the Company; provided, however, that this Section 7.2(h) shall not be applicable if at any Executive shall, within a reasonable period of time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because after receipt of written notice from the Company ceases to have any securities registered under Section 12 Board specifying the nature of the Securities Exchange Act of 1934issues involved hereunder, as amended, or ceases remedy the situation to be required to file reports under Section 15(d) the satisfaction of the Securities Exchange Act of 1934, as amended, then applicable Gaming Authorities; or (i) Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material other provision of this Agreement, which in the case provided that termination of any of Executive’s employment pursuant to this subsection (i) through (v) above remains uncorrected by the Company shall not constitute valid termination for 30 days following Executive’s good cause unless Executive shall have first received written notice to from the Company of Good Cause. Executive must provide such written notice to Board stating with specificity the Company of Good Cause within 60 days of the initial existence nature of such specified event alleged breach and affording Executive at least fifteen (15) days to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of correct the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)breach alleged.

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean: (A) the Executive's conviction of either a material diminution felony involving moral turpitude or any crime in connection with the Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of 's employment by the Company from which causes the “Location” set out Company a substantial detriment, but specifically shall not include traffic offenses; (B) actions by the Executive as an executive officer of the Company which clearly are contrary to the best interests of the Company; (C) the Executive's willful failure to take actions permitted by law and necessary to implement policies of the Company's Board of Directors which the Board of Directors has communicated to her in writing, provided that minutes of a Board of Directors meeting attended in its entirety by the Executive shall be deemed communicated to the Executive; (D) the Executive's continued failure to attend to the Executive's duties as an executive officer of the Company; or (E) the Executive's use of or substantial dependence on Exhibit “alcohol or any narcotic drug or other controlled or illegal substance, if such use or dependence renders the Executive unable to perform his duties under this Agreement with or without reasonable accommodation, or any illegal use of such substance during working hours or while performing services under this Agreement. If any determination of substantial dependence is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner and subject to the same penalties for noncompliance as specified in Section 7(b)(ii) of this Agreement. (ii) Notwithstanding the foregoing, each of the foregoing bases for termination specified in (A,” ) through (E) of Subsection 8(b)(i) shall constitute "Good Cause" only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the Board of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and her counsel to be heard by the Board of Directors with respect to the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive for good cause is duly adopted by a vote of a majority of the entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to such termination. (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which If the employment of the Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered is terminated for good cause under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d8(b)(i) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of (i) through (v) above remains uncorrected by such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to hereunder, and the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days no further benefits under this Agreement (other than rights already accrued). (iv) Termination of the Company’s failure employment of the Executive other than as expressly specified above in this Section 8(b) for good cause shall be deemed to cure. Upon Executive’s be a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean: (A) the Executive's conviction of either a material diminution felony involving moral turpitude or any crime in connection with the Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of 's employment by the Company which causes the Company a substantial detriment, but specifically shall not include traffic offenses; (B) actions by the Executive as an executive officer of the Company which clearly are contrary to the best interests of the Company; (C) the Executive's willful failure to take actions permitted by law and necessary to implement policies of the Company's Board of Directors which the Board of Directors has communicated to him in writing, provided that minutes of a Board of Directors meeting attended in its entirety by the Executive shall be deemed communicated to the Executive; (D) the Executive's continued failure to attend to the Executive's duties as an executive officer of the Company; or (E) any condition which either resulted from the “Location” set out Executive's substantial dependence, as determined by the Board of Directors of the Company, on Exhibit “alcohol, or any narcotic drug or other controlled or illegal substance. If any determination of substantial dependence is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner and subject to the same penalties for noncompliance as specified in Section 7(b)(ii) of this Agreement. (ii) Notwithstanding the foregoing, each of the foregoing bases for termination specified in (A,” ) through (E) of Subsection 8(b)(i) shall constitute "Good Cause" only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy r cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the Board of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and his counsel to be heard by the Board of Directors with respect to the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive for good cause is duly adopted by a vote of a majority of the entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to such termination. (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which If the employment of the Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered is terminated for good cause under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d8(b)(i) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of (i) through (v) above remains uncorrected by such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to hereunder, and the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days no further benefits under this Agreement (other than rights already accrued). (iv) Termination of the Company’s failure employment of the Executive other than as expressly specified above in this Section 8(b) for good cause shall be deemed to cure. Upon Executive’s be a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. The Board may terminate this Agreement for Good Cause, in which event, Executive shall be entitled to receive only his Minimum Annual Base Salary and only the compensation earned through participation in M & F’s Incentive Compensation Plan as of the date of termination. In no event shall Executive have the right to receive, or to have accrued or vested for his benefit, compensation or other benefits hereunder for any period after such termination. For purposes of this Agreement, “Good Cause” means breach of fiduciary duty, fraud, embezzlement, gross negligence, intentional and material failure to perform stated duties after written notice thereto, conviction of a crime of dishonesty or moral turpitude, wilful and materials violation of any statute, or of any rule, regulation, order, statement of policy or final cease-and-desist order (“Laws”) of any governmental agency or body having regulatory authority over the Bank whether resulting in criminal prosecution or conviction, which shall mean or a material and continuing breach of any provision of this Agreement (after written notice thereof) or the occurrence of any event that shall result in Executive being excluded from coverage, or having coverage limited with respect to Executive as compared to other executive officers of the following eventsBank, without under any professional liability insurance policy covering its directors, officers or employees. For purposes of this Paragraph, no act or failure to act on Executive’s consent: (i) a material diminution part shall be considered “willful” unless done or omitted to be done by him not in Executive’s then current Monthly Base Salary, (ii) a material change good faith and without reasonable belief that his action or omission was in the location best interest of Executive’s principal place M & F. With respect to the first occurrence of employment by any instance listed above specifically requiring written notice, the Company from Bank shall give the “Location” set out on Exhibit “A,” Executive written notice that describes the failure or breach and Executive shall have thirty (iii30) any material diminution in Executive’s Position from that set out on Exhibit “A” days to cure such breach or any title or Position failure to which Executive has been promoted, (iv) any material diminution the reasonable satisfaction of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (Board; provided, however, that if at no opportunity to cure shall be allowed for any time Executive ceases to have such duties subsequent substantially similar failure or breach and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case of any of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in such circumstances shall be effective upon the giving of such written notice, which shall not be given less than ninety-one (91) days after the first such written notice. If M & F decides to terminate this Agreement as provided in which this Paragraph, M & F will give Executive thirty (30) days’ advance written notice of its intention to terminate this Agreement prior to the provisions date of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)termination.

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean: (A) the Executive's conviction of either a material diminution felony involving moral turpitude or any crime in connection with the Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of 's employment by the Company which causes the Company a substantial detriment, but specifically shall not include traffic offenses; (B) actions by the Executive as an executive officer of the Company which clearly are contrary to the best interests of the Company; (C) the Executive's willful failure to take actions permitted by law and necessary to implement policies of the Company's Board of Directors which the Board of Directors has communicated to her in writing, provided that minutes of a Board of Directors meeting attended in its entirety by the Executive shall be deemed communicated to the Executive; (D) the Executive's continued failure to attend to the Executive's duties as an executive officer of the Company; or (E) any condition which either resulted from the “Location” set out Executive's substantial dependence, as determined by the Board of Directors of the Company, on Exhibit “alcohol, or any narcotic drug or other controlled or illegal substance. If any determination of substantial dependence is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner and subject to the same penalties for noncompliance as specified in Section 7(b)(ii) of this Agreement. (ii) Notwithstanding the foregoing, each of the foregoing bases for termination specified in (A,” ) through (E) of Subsection 8(b)(i) shall constitute "Good Cause" only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the Board of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and her counsel to be heard by the Board of Directors with respect to the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive for good cause is duly adopted by a vote of a majority of the entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to such termination. (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which If the employment of the Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered is terminated for good cause under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d8(b)(i) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of (i) through (v) above remains uncorrected by such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to hereunder, and the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days no further benefits under this Agreement (other than rights already accrued). (iv) Termination of the Company’s failure employment of the Executive other than as expressly specified above in this Section 8(b) for good cause shall be deemed to cure. Upon Executive’s be a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”(i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean the occurrence termination of employment of Employee by the Board because of Employee's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties (including failure to travel to the Company's headquarters to the extent necessary to complete his duties), willful violation of any of the following eventsmaterial law, without Executive’s consent: (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change rule or regulation resulting in the location of Executive’s principal place of employment by Company's detriment or reflecting upon the Company from the “Location” set out on Exhibit “A,” Company's integrity (iiiother than traffic infractions or similar minor offenses) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Employee of the terms of this Agreement and failure to cure such breach within thirty (30) days after receipt of written notice from the Company specifying the nature of any material provision such breach or to pay compensation to the Company deemed reasonable by the Company if the breach cannot be cured. For purposes of this Agreement, which in the case Employee's termination of any of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive employment shall not be entitled considered to terminate his employment be a Termination for Good Cause with respect unless and until there shall have been delivered to specified events unless Executive tenders resignation for Good Cause within 30 days the Employee a copy of the Company’s failure to cure. Upon Executive’s termination of employment for Good Causeresolution, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination duly adopted by the Company affirmative vote of not less than seventy-five percent (provided75%) of the entire membership of the Board at a meeting called and held for that purpose after reasonable notice to Employee and an opportunity for him, howevertogether with his counsel, to be heard, finding that, in the event good faith opinion of the Board, Employee is guilty of misconduct of the type described in this Section, and specifying the particulars thereof in detail which determination shall be subject to a complete and de novo review as to the reasonableness and good faith. (ii) If the employment of the Executive is terminated for good cause under Section 7.2(i) of this Agreement, the Company shall pay to the Executive any Base Salary earned prior to the effective date of termination for Good Cause in circumstances in which but not yet paid and any cash bonus compensation earned pursuant to the provisions of this Agreement or any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company to the Executive hereunder, and the Executive shall be entitled to no further benefits under this Agreement (other than rights already accrued or the Executive's rights under Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply3.8). (iii) Termination of the employment of the Executive other than as expressly specified above in Section 7.2(i) for good cause, shall be deemed to be a termination of employment "Without Good Cause."

Termination for Good Cause. For “Good Cause”(i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean the occurrence termination of employment of Employee because of Employee's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties (including failure to travel to the Company's headquarters to the extent necessary to complete his duties), willful violation of any of the following eventsmaterial law, without Executive’s consent: (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change rule or regulation resulting in the location of Executive’s principal place of employment by Company's detriment or reflecting upon the Company from the “Location” set out on Exhibit “A,” Company's integrity (iiiother than traffic infractions or similar minor offenses) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Employee of the terms of this Agreement and failure to cure such breach within thirty (30) days after receipt of written notice from the Company specifying the nature of any material provision such breach or to pay compensation to the Company deemed reasonable by the Company if the breach cannot be cured. (ii) If the employment of the Executive is terminated for good cause under Section 7.2(i) of this Agreement, which the Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any such cash bonus compensation earned pursuant to the provisions of this Agreement or any incentive compensation plan then in effect but not paid to the case Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to hereunder, and the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days no further benefits under this Agreement (other than rights already accrued or the Executive's rights under Section 3.7). (iii) Termination of the Company’s failure employment of the Executive, other than as expressly specified above in Section 7.2(i) for good cause or as a result of his Permanent Disability, shall be deemed to cure. Upon Executive’s be termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean: (A) the Executive's conviction of either a material diminution felony involving moral turpitude or any crime in connection with the Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of 's employment by the Company which causes the Company a substantial detriment, but specifically shall not include traffic offenses; (B) actions by the Executive as an executive officer of the Company which clearly are contrary to the best interests of the Company; (C) the Executive's willful failure to take actions permitted by law and necessary to implement policies of the Company's Board of Directors which the Board of Directors has communicated to him in writing, provided that minutes of a Board of Directors meeting attended in its entirety by the Executive shall be deemed communicated to the Executive; (D) the Executive's continued failure to attend to the Executive's duties as an executive officer of the Company; or (E) any condition which either resulted from the “Location” set out Executive's substantial dependence, as determined by the Board of Directors of the Company, on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” alcohol, or any title narcotic drug or Position other controlled or illegal substance. If any determination of substantial dependence is disputed by the Executive, the parties hereto agree to which abide by the decision of a panel of three physicians appointed in the manner and subject to the same penalties for noncompliance as specified in Section 7(b)(ii) of this Agreement. (ii) If the employment of the Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered is terminated for good cause under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d8(b)(i) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company to the Executive hereunder, and the Executive shall be entitr than rights already accrued). (iiii) Notwithstanding the foregoing, each of the foregoing bases for termination specified in (A) through (vE) above remains uncorrected by of Subsection 8(b)(i) shall constitute "Good Cause" only if (1) the Company for 30 days following Executive’s Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Company Executive a reasonable time before the Board of Good Cause. Executive must provide such written notice Directors meets to consider any possible termination for cause, (3) at or prior to the Company of Good Cause within 60 days meeting of the initial existence Board of such specified event alleged Directors to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of consider the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment matters described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (providedwritten notice, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).an

Termination for Good Cause. For “Good Cause”, which shall mean Executive's employment hereunder may be terminated by the occurrence Company for "good cause." The term "good cause is defined as any one or more of the following occurrences: (a) Executive's breach of any of the following eventscovenants contained in Article 6 of this Agreement; (b) Executive's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime and involving imprisonment in the jurisdiction involved; (c) Executive's commission of an act of fraud, whether prior to or subsequent to the date hereof upon the Company; (d) Executive's continuing repeated willful failure or refusal to perform Executive's duties as required by this Agreement (including, without limitation, Executive’s consent: 's inability to perform Executive's duties hereunder as a result of drug or alcohol related misconduct and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Executive's employment by the Company); (e) Executive's gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Executive; (f) Executive's commission of any act which is materially detrimental to the Company's business or goodwill; (g) the failure of Executive to obtain any requisite license, permit or approval based on suitability from any state, county, or other governmental authority having jurisdiction over the gaming operations of the Company (the "Gaming Authorities") which would preclude Executive from carrying out his duties as set forth in this Agreement; (h) if, after the initial receipt by Executive of any requisite license, permit or approval from the Gaming Authorities, the execution of Executive's duties as set forth in this Agreement will, as evidenced by communications from any senior official of any of the Gaming Authorities, materially preclude or unduly delay the issuance of, or result in the imposition of unduly burdensome terms and conditions on, or revocation of, any liquor, gaming or other license, permit or approval, necessary or appropriate to the proposed, contemplated or actual operations of the Company; PROVIDED, HOWEVER, that this Section 7.2(h) shall not be applicable if Executive shall, within a reasonable period of time after receipt of written notice from the Board specifying the nature of the issues involved hereunder, remedy the situation to the satisfaction of the applicable Gaming Authorities; or (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material 's breach by the Company of any material other provision of this Agreement, which in the case provided that termination of any of Executive's employment pursuant to this subsection (i) through (v) above remains uncorrected by the Company shall not constitute valid termination for 30 days following Executive’s good cause unless Executive shall have first received written notice to from the Company of Good Cause. Executive must provide such written notice to Board stating with specificity the Company of Good Cause within 60 days of the initial existence nature of such specified event alleged breach and affording Executive at least fifteen (15) businessdays to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of correct the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)breach alleged.

Termination for Good Cause. For “Good Cause”, which This Agreement shall mean the not be terminated except for good cause. The occurrence of any of the following eventsevents shall constitute good and sufficient cause for Franchisor, at its absolute option and without Executive’s consent: prejudice to any other rights or remedies provided for hereunder or by law or equity, to terminate this Agreement: 1. Immediately and without an opportunity to cure as follows: (ia) If Developer shall be adjudicated bankrupt, or if any proceeding by or against Developer or his corporation is instituted under any section of the Bankruptcy Act, or if a material diminution receiver (permanent or temporary) of Developer's property or any part thereof is appointed by a court of competent authority; if Developer or his corporation makes a general assignment for the benefit of creditors, or if a final judgment remains unsatisfied of record for thirty (30) days or longer (unless a supersede as bond is filed) or if execution is levied against Developer's business or property, or suit to foreclose any lien or mortgage against the restaurant or equipment is instituted against Developer and not dismissed or stayed within thirty (30) days. (b) The Franchisor and Developer agree in Executive’s then current Monthly Base Salary, writing to terminate the Agreement; (iic) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) The Developer makes any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position misrepresentations relating to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 acquisition of the Securities Exchange Act of 1934, as amended, Development Agreement or ceases to be required to file reports under Section 15(d) the Developer engages in conduct which reflects materially and unfavorably upon the operation and reputation of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed franchise business or system; (d) The Developer on three or more occasions within a one year period fails to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), comply with one or (v) any material breach by the Company of any material provision more requirements of this Agreement, or any Franchise Agreement, whether or not corrected after notice; (e) The Developer is convicted of a felony or any other criminal misconduct which in is relevant to the case operation of the business; (f) Developer's voluntary abandonment of any of the Restaurants except for reasons beyond Developer's control. 2. Unless otherwise provided herein, after an opportunity to cure as follows: (ia) through The Developer fails to pay any fees or other amounts due to the Franchisor within ten (v10) above remains uncorrected by the Company for 30 days following Executive’s after receiving written notice that such fees are overdue; (b) If the Developer fails, for a period of fifteen (15) days after notification of noncompliance, to comply with any federal, state or local law or regulation applicable to the Company operation of Good Cause. Executive must provide the business; and (c) If Developer violates any other term or condition of this Agreement or any Franchise Agreement and Developer fails to cure such violation within thirty (30) days after written notice from Franchisor to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)cure same.

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events, without Executive’s consent: (i) Except as otherwise provided in this Agreement, the Company may terminate the employment of the Executive hereunder only for "good cause," which shall mean: (A) the Executive's conviction of either a material diminution felony involving moral turpitude or any crime in connection with the Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of 's employment by the Company which causes the Company a substantial detriment, but specifically shall not include traffic offenses; (B) actions by the Executive as an executive officer of the Executive which clearly are contrary to the best interests of the Company; (C) the Executive's willful failure to take actions permitted by law and necessary to implement policies of the Company's Board of Directors which the Board of Directors has communicated to him in writing, provided that minutes of a Board of Directors meeting attended in its entirety by the Executive shall be deemed communicated to the Executive; (D) the Executive's continued failure to attend to the Executive's duties as an executive officer of the Executive; or (E) any condition which either resulted from the “Location” set out Executive's substantial dependence, as determined by the Board of Directors of the Company, on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” alcohol, or any title narcotic drug or Position other controlled or illegal substance. If any determination of substantial dependence is disputed by the Executive, the parties hereto agree to which abide by the decision of a panel of three physicians appointed in the manner and subject to the same penalties for noncompliance as specified in Section 7(b)(ii) of this Agreement. (ii) If the employment of the Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered is terminated for good cause under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d8(b)(i) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case Company shall pay to the Executive any Base Salary earned prior to the effective date of termination but not yet paid and any cash bonus compensation earned pursuant to the provisions of any incentive compensation plan then in effect but not paid to the Executive prior to the effective date of such termination. Under such circumstances, such payments shall be in full and complete discharge of any and all liabilities or obligations of the Company to the Executive hereunder, and the Executive shall be entitled to no further benefits under this Agreement (iother than rights already accrued). (iii) Notwithstanding the foregoing, each of the foregoing bases for termination specified in (A) through (vE) above remains uncorrected of Subsection 8(b)(i) shall constitute "Good Cause" only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for good cause which notice shall specify in reasonable detail specific facts regarding any such assertion and the Executive has been given a reasonable period of time within which to remedy or cure the problem or complaint, (2) such notice is provided to the Executive a reasonable time before the Board of Directors meets to consider any possible termination for cause, (3) at or prior to the meeting of the Board of Directors to consider the matters described in the written notice, an opportunity is provided to the Executive and his counsel to be heard by the Company for 30 days following Executive’s written notice to the Company Board of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause Directors with respect to specified events unless the matters described in the written notice, before it acts with respect to such matter, (4) any resolution or other action by the Board of Directors with respect to any deliberation regarding or decision to terminate the Executive tenders resignation for Good Cause within 30 days good cause is duly adopted by a vote of a majority of the Company’s failure entire Board of Directors of the Company at a meeting of the Board duly called and held and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to cure. Upon Executive’s such termination. (iv) Termination of the employment of the Executive other than as expressly specified above in this Section 8(b) for good cause shall be deemed to be a termination of employment for "Without Good Cause, Executive shall receive all severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply)."

Termination for Good Cause. For “Good Cause”, which shall mean the occurrence of any of the following events” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent: , (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the case of Company’s Chief Executive Officer, any of (i) through (v) above remains which remain uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 60 90 days of the initial existence of such specified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to curecondition. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply).): Xxxxxxxx Execution Version