Common use of Termination for Just Cause Clause in Contracts

Termination for Just Cause. For purposes of this Agreement, “Termination for Just Cause” means termination of my employment by Premier as the result of: (a) commission or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me in connection with my employment with Premier; (b) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach of or failure to perform the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; (k) the prospective breach of the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; or (l) the breach or prospective breach or failure to perform the obligations set forth in Section 4 of this Agreement that is either willful or materially harmful to the business or reputation of Premier.

Termination for Just Cause. The Company shall have the option to terminate the employment of the Executive hereunder, effective upon the effective date set forth in written notice of such termination to the Executive, for Just Cause. For purposes of this Agreement, “Termination for the term "Just Cause” means termination " shall mean the occurrence of my employment by Premier as any one or more of the result offollowing events: (ai) commission or omission the material breach by the Executive of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me in connection with my employment with Premier; (b) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform covenants under this Agreement), and the failure by the Executive to promptly cure the breach or failure of performance upon written notice thereof from the Company; (cii) the Executive's willful action refusal to perform, or willful inaction with respect his substantial neglect of, the duties assigned to my the Executive pursuant to SECTION 1 hereof, and the failure by the Executive to promptly cure the breach or failure of performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulationupon written notice thereof from the Company; (diii) a material breach the commission by the Executive of any securities theft or embezzlement of Company property or other law acts of dishonesty relating to his employment; (iv) the commission by the Executive of a crime resulting in injury to the business, property or regulation reputation of the Company or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me affiliate of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board commission of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially other significant activities harmful to the business or reputation of Premierthe Company or any affiliate of the Company; (jv) any significant violation of any statutory or common law duty of loyalty to the Company; (vi) failure of the Executive to comply with any provision of the gaming or liquor laws of Colorado or any other jurisdiction in which the Company or any affiliate conducts operations or is applying for a gaming or liquor license or failure of the Executive to comply with any rule or regulation of any administrative body having jurisdiction, which may materially and negatively affect the gaming or liquor license of the Executive or the Company or any affiliate of the Company; or (vii) the breach failure of the Executive to obtain or retain any permit, license or approval required by any governmental authority and such failure to perform is not the obligations set result of any negligence or omission by the Company. A termination of employment of the Executive for Just Cause shall be effectuated by giving the Executive written notice of the termination setting forth in Sections 3 and/or 5-7 reasonable detail the specific conduct of the Executive that constitutes Just Cause and the specific provision(s) of this Agreement by me; on which the Company relies, and shall be given within ninety (k90) the prospective breach days of the obligations set forth in Sections 3 and/or 5-7 date on which the Company first acquires knowledge of this Agreement by me; or (l) occurrence of the breach or prospective breach or failure to perform the obligations set forth in Section 4 of this Agreement that is either willful or materially harmful conduct giving rise to the business Just Cause. Upon termination of the Executive for Just Cause, the Company shall pay the Executive the unpaid portion of Base Salary attributable to periods up to and including the effective date of such termination and any other amounts to which the Executive may be entitled under any benefit plan maintained by the Company or reputation as otherwise may be provided by law, and the Executive shall not be entitled to any severance benefits pursuant to SECTION 10 hereof and all obligations of Premierthe Company hereunder shall cease.

Termination for Just Cause. The Trust may terminate this Agreement for "Just Cause." For purposes of this AgreementSECTION 9(b), “Termination for "Just Cause” means termination " shall mean the occurrence of my employment by Premier as any one or more of the result offollowing events: (ai) commission the conviction or omission rendering of any act a civil judgment against the Executive for theft or embezzlement of dishonesty, embezzlement, theft, misappropriation or Trust property; (ii) the rendering of a civil judgment against the Executive for breach of fiduciary a duty by me in connection with my employment with Premierof loyalty owed to the Trust; (biii) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair conviction of the Board Executive of Directors a felony resulting in injury to the business, property or reputation of Premierthe Trust or any affiliate of the Trust; or (iv) a decision rendered by an arbitrator, Inc. (in an arbitration to be initiated by the “Board Chair”)) deem in his Trust that the Executive shall have refused to or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability willfully failed to perform his material duties under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties , shall have committed intentional acts that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a caused material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful damage to the business or reputation property of Premier; (j) the breach of Trust, or failure to perform the obligations set forth in Sections 3 and/or 5-7 of performed his material duties under this Agreement by me; (k) the prospective breach of the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; a manner that constituted gross negligence which caused or (l) the breach or prospective breach or failure to perform the obligations set forth in Section 4 of this Agreement that is either willful or materially harmful causing material damage to the business or reputation property of Premierthe Trust. The sole purpose of such arbitration shall be to determine whether the Trust has "Just Cause" to terminate the Agreement or the Executive under (iv) hereof. The Trust shall not terminate the Agreement or Executive for "Just Cause" before the Executive has been convicted or before a civil judgment has been rendered against the Executive or before the Trust has obtained an arbitrator's final decision regarding "Just Cause" as the case may be. If the Trust terminates this Agreement or the Executive for "Just Cause" before obtaining an arbitrator's final decision or before a civil judgment has been rendered, the Trust shall be deemed to immediately and irrevocably waive and release any and all grounds that it has or may have at the time to terminate this Agreement or the Executive for "Just Cause." The arbitration shall be final and binding and held in the City of Chicago before a single arbitrator and in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, except as specifically otherwise provided in this SECTION 9. The arbitrator shall be selected from a group of professionals associated with JAM/Endispute and each party shall have the right to serve document requests and up to twenty-five interrogatories and to take up to three depositions each of which shall last no more than four hours. Except as set forth below, the filing of the arbitration or initiation of a civil proceeding shall not excuse any party from performing its obligations under this Agreement; and during the pendency of the arbitration, all parties shall continue to perform their respective obligations in good faith, subject to any rights to terminate this Agreement that may be available to any party other than for "Just Cause" except that the Trust may suspend or place the Executive on leave, with pay, upon the commencement of any criminal or civil proceeding (including arbitration) alleging any of the events set forth in (i)-(iv) above.

Termination for Just Cause. For purposes of this AgreementAgreement , “Termination for Just Cause” means termination of my the employment of Executive by Premier the Board as the result of: (a1) commission or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me Executive in connection with my Executive’s employment with Premier; (b2) any conviction, guilty plea or plea of nolo contendere by me Executive for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem deems in his or her its absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my Executive’s ability to perform under this Agreement); (c3) willful action or willful inaction with respect to my Executive’s performance of my his employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities Affiliates to violate such law or regulation; (d4) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e5) failure to reasonably cooperate or interference with a Premier-related investigation; (f6) willful violation by me Executive of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g7) the regulatory, governmental or administrative suspension, removal or prohibition of me Executive as defined in this Section below; (h) 8) willful misconduct, willful insubordination to the Board or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i9) willful inattention to or dereliction of duty by me Executive with respect to the business affairs of Premier or its Related Companies to which I am Executive is assigned material responsibilities or duties by the Board that is materially harmful to the business or reputation of Premier; (j10) the breach of or failure to perform the obligations set forth in Sections 3 7-10 and/or 513-7 14 of this Agreement by meExecutive; (k11) the prospective breach of the obligations set forth in Sections 3 7-10 and/or 513-7 14 of this Agreement by meExecutive; or (l12) the breach or prospective breach or failure to perform the obligations set forth in Section 4 Sections 11-12 of this Agreement that is either willful or materially harmful to the business or reputation of Premierthe Company.

Termination for Just Cause. For purposes The Company may terminate this Agreement and Executive's employment at any time for "Just Cause" (as hereinafter defined) immediately upon written notice to Executive. As used herein, the term "Just Cause" shall mean (i) habitual neglect or a repeated failure of Executive to perform his duties under this Agreement, “Termination for Just Cause” means termination of my employment by Premier as the result of: (a) commission or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me provided that he had received at least one notice in connection with my employment with Premier; (b) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if writing from the Company CEO or Chair of the Board of Directors of Premierprior to such termination, Inc. (the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of concerning any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach neglect of or failure to perform such duties under this Agreement; (ii) Executive's willful misconduct in or in connection with the obligations set forth performance of his duties to the Company, which would include, but would not be limited to, engaging in discriminatory acts or practices or in acts constituting sexual harassment; (iii) Executive's commission of any act of fraud or embezzlement against the Company, Triad Holdings or any of their respective subsidiaries or Affiliates or any conviction or admission of a felony or other offense involving dishonesty or moral turpitude; (iv) Executive's willful, knowing or reckless unauthorized dissemination of Confidential Information concerning either of the Company, Triad Holdings or any of their Affiliates; and (v) any willful or reckless breach by Executive of Sections 3 and/or 5-7 6, 7, 8 or 9 of this Agreement by me; (k) the prospective or a material breach of his duty of loyalty to the obligations set forth in Sections 3 and/or 5-7 Company which applicable corporate law imposes on executive officers of this Agreement by me; corporations. The notice of termination to Executive shall specify that the termination is for Just Cause and whether such termination is based on events or circumstances falling under Clause (i), (ii), (iii), (iv) or (lv) of the breach or prospective breach or failure immediately preceding sentence hereof. In the event of a termination hereunder for Just Cause, the Company's sole liability to perform Executive shall be to pay Executive the obligations set forth in Section 4 installments of this Agreement that is either willful or materially harmful his then Annual Base Salary accrued hereunder and unpaid for services rendered by Executive up to the business or reputation date of Premiersuch termination, together with any accrued but unused vacation.

Termination for Just Cause. (a) The Corporation may terminate the Employee's employment hereunder for Just Cause. For purposes of this AgreementAgreement and subject to the Employee's opportunity to cure as provided in Paragraph (c) below, “Termination a termination by the Corporation for Just Cause” means "JUST CAUSE" shall be defined as a termination by the Corporation of my employment by Premier the Employee as the result of: : (ai) commission willful fraud or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me dishonesty in connection with my employment with PremierEmployee's performance hereunder that results in material harm to the Corporation; (ii) the repeated failure by Employee to substantially perform his duties hereunder that results in material harm to the Corporation; (iii) material breach by Employee of Employee's obligations under Section 2 of this Agreement (other than as a result of incapacity due to physical or mental illness), which is demonstrably willful and deliberate on Employee's part and is committed in bad faith or without reasonable belief that such conduct is in the best interests of the Corporation, or which is the result of Employee's gross neglect of duties; or (biv) any convictionthe conviction for, guilty plea or plea of nolo contendere by me for any felonyto, a misdemeanor charge of a commission of a felony. (b) If the Employee's employment is terminated by the Corporation for Just Cause, the Corporation shall have no further obligations or liability hereunder, except to pay to the Employee all Base Salary, any applicable Incentive Compensation, and the pro rata portion of any Bonus Compensation that may have then been earned but is unpaid, and all benefits that are then vested or otherwise owned by the Employee, as of such date of termination. Such payments shall be made in accordance with the Corporation's normal payroll practices. If the Employee is terminated for Just Cause, he will immediately forfeit any and all unvested stock options previously granted to him by the Corporation. The foregoing sentence shall be in addition to, and not in lieu of, any and all other rights and remedies which fraud and dishonesty is may be available to the Corporation under the circumstances, whether at law or in equity. (c) Notwithstanding the foregoing, it shall be a material element, or a crime of moral turpitude, condition precedent to the Corporation's right to terminate the Employee's employment for Just Cause that is likely (1) the Corporation shall first have given the Employee written notice stating with specificity the reason for the termination ("BREACH"); (2) the Corporation shall have provided Employee an opportunity to result in incarceration if later sentenced (if the Company CEO or Chair of appear before the Board of Directors of Premierthe Corporation to answer such grounds of termination; and (3) if such breach is susceptible of cure or remedy, Inc. a period of 45 days from and after the giving of such notice shall have elapsed without the Employee having effectively cured or remedied such breach during such 45-day period, unless such breach cannot be cured or remedied within 45 days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional 30 days), provided the “Board Chair”)) deem in his Employee has made and continues to make a diligent effort to effect such remedy or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach of or failure to perform the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; (k) the prospective breach of the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; or (l) the breach or prospective breach or failure to perform the obligations set forth in Section 4 of this Agreement that is either willful or materially harmful to the business or reputation of Premiercure.

Termination for Just Cause. (a) The Corporation may terminate the Employee's employment hereunder for Just Cause. For purposes of this AgreementAgreement and subject to the Employee's opportunity to cure as provided in Paragraph (c) below, “Termination a termination by the Corporation for Just Cause” means "JUST CAUSE" shall be defined as a termination by the Corporation of my employment by Premier the Employee as the result of: : (ai) commission willful fraud or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me dishonesty in connection with my employment with PremierEmployee's performance hereunder that results in material harm to the Corporation; (ii) the repeated failure by Employee to substantially perform his duties hereunder that results in material harm to the Corporation; (iii) material breach by Employee of Employee's obligations under Section 2 of this Agreement (other than as a result of incapacity due to physical or mental illness), which is demonstrably willful and deliberate on Employee's part and is committed in bad faith or without reasonable belief that such conduct is in the best interests of the Corporation, or which is the result of Employee's gross neglect of duties; or (biv) any convictionthe conviction for, guilty plea or plea of nolo contendere by me for any felonyto, a misdemeanor charge of a commission of a felony. (b) If the Employee's employment is terminated by the Corporation for Just Cause, the Corporation shall have no further obligations or liability hereunder, except to pay to the Employee all Base Salary, any applicable Incentive Compensation, and the pro rata portion of any Bonus Compensation that may have then been earned but is unpaid, and all benefits that are then vested or otherwise owned by the Employee, as of such date of termination. Such payments shall be made in accordance with the Corporation's normal payroll practices. If the Employee is terminated for Just Cause, he will immediately forfeit any and all unvested stock options previously granted to him by the Corporation. The foregoing sentence shall be in addition to, and not in lieu of, any and all other rights and remedies which fraud and dishonesty is may be available to the Corporation under the circumstances, whether at law or in equity. (c) Notwithstanding the foregoing, it shall be a material element, or a crime of moral turpitude, condition precedent to the Corporation's right to terminate the Employee's employment for Just Cause that is likely (1) the Corporation shall first have given the Employee written notice stating with specificity the reason for the termination ("BREACH"); (2) the Corporation shall have provided Employee an opportunity to result in incarceration if later sentenced (if the Company CEO or Chair of appear before the Board of Directors of Premierthe Corporation to answer such grounds of termination; and (3) if such breach is susceptible of cure or remedy, Inc. (a period of 45 days from and after the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform under this Agreement); (c) willful action or willful inaction with respect to my performance giving of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach of or failure to perform the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; (k) the prospective breach of the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; or (l) the breach or prospective breach or failure to perform the obligations set forth in Section 4 of this Agreement that is either willful or materially harmful to the business or reputation of Premier.such

Termination for Just Cause. (a) The Corporation may terminate the Employee's employment hereunder for Just Cause. For purposes of this AgreementAgreement and subject to the Employee's opportunity to cure as provided in Paragraph (c) below, “Termination a termination by the Corporation for Just Cause” means "JUST CAUSE" shall be defined as a termination by the Corporation of my employment by Premier the Employee as the result of: : (ai) commission willful fraud or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me dishonesty in connection with my employment with PremierEmployee's performance hereunder that results in material harm to the Corporation; (ii) the repeated failure by Employee to substantially perform his duties hereunder that results in a material adverse effect to the financial condition, operations, assets, results of operations, cash flows or business of the Corporation; (iii) material breach by Employee of Employee's obligations under Section 2 of this Agreement (other than as a result of incapacity due to physical or mental illness), which is demonstrably willful and deliberate on Employee's part and is committed in bad faith or without reasonable belief that such conduct is in the best interests of the Corporation, or which is the result of Employee's gross neglect of duties; or (biv) any convictionthe conviction for, guilty plea or plea of nolo contendere by me for any felonyto, a misdemeanor charge of a commission of a felony. (b) If the Employee's employment is terminated by the Corporation for Just Cause, the Corporation shall have no further obligations or liability hereunder, except to pay to the Employee all Base Salary, any applicable Incentive Compensation, and the pro rata portion of any Bonus Compensation that may have then been earned but is unpaid, and all benefits that are then vested or otherwise owned by the Employee, as of such date of termination. Such payments shall be made in accordance with the Corporation's normal payroll practices. If the Employee is terminated for Just Cause, he will immediately forfeit any and all unvested stock options previously granted to him by the Corporation. The foregoing sentence shall be in addition to, and not in lieu of, any and all other rights and remedies which fraud and dishonesty is may be available to the Corporation under the circumstances, whether at law or in equity. (c) Notwithstanding the foregoing, it shall be a material element, or a crime of moral turpitude, condition precedent to the Corporation's right to terminate the Employee's employment for Just Cause that is likely (1) the Corporation shall first have given the Employee written notice stating with specificity the reason for the termination ("BREACH"); (2) the Corporation shall have provided Employee an opportunity to result in incarceration if later sentenced (if the Company CEO or Chair of appear before the Board of Directors of Premierthe Corporation to answer such grounds of termination; (3) if such breach is susceptible of cure or remedy, Inc. a period of 45 days from and after the giving of such notice shall have elapsed without the Employee having effectively cured or remedied such breach during such 45-day period, unless such breach cannot be cured or remedied within 45 days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional 30 days), provided the “Board Chair”)Employee has made and continues to make a diligent effort to effect such remedy or cure; and (4) deem in his the Corporation shall not have disclosed any information regarding the foregoing to any officer or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability employee of the Corporation except as required to perform its obligation under this AgreementSection 9.1(c); (c) willful action , such officer or willful inaction with respect employee likely to my performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or include the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules President and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach of or failure to perform the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; (k) the prospective breach of the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; or (l) the breach or prospective breach or failure to perform the obligations set forth in Section 4 of this Agreement that is either willful or materially harmful to the business or reputation of PremierCorporation.