Common use of Termination of Employment by the Company for Cause Clause in Contracts

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: (A) Employee’s conviction, or plea of guilty or nolo contendere to, a felony; (B) Employee’s engaging in willful misconduct that is economically injurious to the Company (including, but not limited to, a willful violation of Sections 10 or 11 of this Agreement or the embezzlement of funds or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall breach this Agreement in a material manner or engage in fraudulent conduct as regards the Company which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating the Employee’s Employment Employment, and the Company has and shall have the right (exercisable immediately on notice to Employee, subject to any right of Employee as may be specified herein, if any, to cure any action, inaction, event or other circumstance that otherwise constitutes Cause) to terminate Employee’s Employment, for Cause (as hereinafter defined). From and after the Date effective date of Terminationtermination for Cause, Employee shall no longer not receive any further benefits, any unearned Base Pay, and shall not be entitled to receive Base Salary and Bonus Compensation and any further Annual Bonuses or Equity Awards, regardless of the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employeeperformance of the Company. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, Company shall be determined in accordance with the terms of such other compensation arrangements or plans or programsprograms or otherwise pursuant to applicable law. The term “Cause,” as used herein, shall meanmean any of the following: (A) Employee’s convictionconviction of, or plea of guilty or nolo contendere to, any felony, other than a felonytraffic related offense or other offense that, in the absolute and sole discretion of the Company, would not materially affect Employee’s ability to perform or the reputation of the Company; (B) Employee’s engaging in illegal or willful misconduct misconduct, or engaging in conduct that is economically injurious to having or may have an adverse effect on the financial performance, financial condition and/or reputation of the Company (or any subsidiaries or affiliates thereof, including, but not limited to, a willful violation of Sections 10 10, 11 or 11 12 of this Agreement or the Agreement; (C) Employee’s embezzlement of funds or misappropriation of other material property of the Company or any subsidiary)subsidiary or affiliate thereof; or (CD) Employee shall breach breaching this Agreement in a material manner manner, (E) Employee engaging in a material (critical or engage continuous) violation of the Company’s written policies and procedures as outlined in the PRA Employee Handbook (or a successor Company’s handbook) and applicable broadly to all employees provided that Employee shall have been given at least fifteen (15) days’ notice and opportunity to cure such breach or violation; (F) Employee’s fraudulent conduct as regards the Company Company, which results either in personal enrichment to Employee or material injury to the CompanyCompany or its subsidiaries or affiliates. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any Any unvested shares of the certifications required of him as Chief Executive Officer of the Company PRA common stock awarded pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii4(c) The Company shall provide Employee with Notice of Termination stating that it intends to terminate be forfeited upon Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee termination for Cause.

Termination of Employment by the Company for Cause. The Company may terminate Employee's employment if such termination is for "Cause" (as defined herein) and Cause is not cured by Employee within any available cure period provided below. Such notice must set forth in reasonable detail the facts underlying the claim of Cause. For the purposes of this Agreement, "Cause" shall be defined as any of the following, which act or omission is in bad faith by Employee without a reasonable belief that such act or omission would benefit the Company: (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, a default or breach by Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms provisions of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: (A) Employee’s conviction, or plea of guilty or nolo contendere to, a felony; (B) Employee’s engaging in willful misconduct that is economically injurious this Agreement materially detrimental to the Company (including, but which is not limited to, a willful violation of Sections 10 or 11 of this Agreement or the embezzlement of funds or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall breach this Agreement in a material manner or engage in fraudulent conduct as regards the Company which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.”cured within 15 days following written notice thereof; (ii) The Company shall provide actions by Employee constituting fraud, embezzlement or dishonesty which result in a conviction of a criminal offense not yet overturned on appeal; (iii) actions by Employee in intentionally furnishing materially false, misleading, or omissive information to the Company's Board of Directors that is materially detrimental to the Company; (iv) actions constituting a breach of the Sections 7 or 8 of this Agreement which is materially detrimental to the Company; (v) acts or omissions which constitute willful failure to follow reasonable and lawful directives of the Company's Board of Directors, which are consistent with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) 's job responsibilities and specifying the particular act or acts on the basis of performance which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, is not cured within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment following written notice thereof. Upon termination for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall immediately cease to have any power of his position, but shall nevertheless be given seven days after a reasonable opportunity to access his meeting office with the Board Company for the purpose of retrieving his personal goods and files. If any conviction pursuant to take reasonable steps to cease or correct the performance (or nonperformanceSection 3(b) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance)above is overturned on appeal, Employee shall will be given deemed to have been terminated without Cause as of the opportunity, within 10 days effective date of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Causeearlier termination.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating the Employee’s Employment 's Employment, and the Company has and shall have the right (exercisable immediately on notice to Employee, subject to any right of Employee as may be specified herein, if any, to cure any action, inaction, event or other circumstance that otherwise constitutes Cause) to terminate Employee's Employment, for Cause (as hereinafter defined). From and after the Date effective date of Terminationtermination for Cause, Employee shall no longer not receive any further benefits, any unearned Base Pay, and shall not be entitled to receive Base Salary and Bonus Compensation and any further Annual Bonuses or Equity Awards, regardless of the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employeeperformance of the Company. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, Company shall be determined in accordance with the terms of such other compensation arrangements or plans or programsprograms or otherwise pursuant to applicable law. The term “"Cause,” " as used herein, shall meanmean any of the following: (A) Employee’s conviction's conviction of, or plea of guilty or nolo contendere to, any felony, including a felonyfelony traffic related offense or other offense that, in the absolute and sole discretion of the Company, would materially affect Employee's ability to perform or the reputation of the Company; (B) Employee’s 's engaging in illegal or willful misconduct, or engaging in misconduct that is economically injurious to having or may have an adverse effect on the financial performance, financial condition and/or reputation of the Company (or any subsidiaries or affiliates thereof, including, but not limited to, a willful violation of Sections 10 10, 11 or 11 12 of this Agreement or the Agreement; (C) Employee's embezzlement of funds or misappropriation of other material property of the Company or any subsidiary)subsidiary or affiliate thereof; or (CD) Employee shall breach breaching this Agreement in a material manner manner, (E) Employee engaging in a material (critical or engage continuous) violation of the Company's written policies and procedures as outlined in the Company’s Employee Handbook (or a successor Company's handbook) and applicable broadly to all employees provided that Employee shall have been given at least fifteen (15) days' notice and opportunity to cure such breach or violation; (F) Employee's fraudulent conduct as regards the Company Company, which results either in personal enrichment to Employee or material injury to the CompanyCompany or its subsidiaries or affiliates. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series Any unvested shares of the Company’s capital common stock is then traded or listed for quotation, constitute or give rise awarded pursuant to a basis for termination for “Cause.” (iiSection 4(c) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee forfeited upon Employee's termination for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: (A) Employee’s conviction, or plea of guilty or nolo contendere to, a felony; (B) Employee’s engaging in willful misconduct that is economically injurious to the Company (or its subsidiaries, including, but not limited to, a willful violation of Sections 10 or 11 of this Agreement Agreement, or the embezzlement of funds or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall Employee’s material violation of the Company’s written policies and procedures (including gross and continued failure to satisfy written directives or performance material provided to Employee), insubordination or breach this Agreement in a material manner manner; or engage in (D) Employee’s fraudulent conduct as regards the Company Company, which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal Company or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Causeits subsidiaries.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A), (B) or (BD) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) or D above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating This Agreement and Employee’s Employment hereunder shall be terminated for Cause (as hereinafter defined)) immediately on notice to Employee, subject to any right of Employee as may be specified herein, if any, to cure any action, inaction, event or other circumstance that otherwise constitutes Cause. From and after the Date effective date of Terminationtermination for Cause, Employee shall no longer not receive any further benefits, any unearned Base Salary, and shall not be entitled to receive Base Salary and Bonus Compensation and any further Annual Bonuses or Equity Awards, regardless of the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employeeperformance of the Company. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, Company shall be determined in accordance with the terms of such other compensation arrangements or plans or programsprograms or otherwise pursuant to applicable law. The term “Cause,” as used herein, shall meanmean any of the following: (A) Employee’s convictionconviction of, or plea of guilty or nolo contendere to, a felonyany felony that, in the Board’s sound discretion, would materially affect Employee’s ability to perform Employee’s duties or the reputation of the Company; (B) Employee’s engaging in illegal or willful misconduct that is economically injurious to that, in the Board’s sound discretion, has a material adverse effect on the financial performance, financial condition and/or reputation of the Company (or any subsidiaries or affiliates thereof, including, but not limited to, a willful violation of Sections 10 10, 11 or 11 12 of this Agreement or the Agreement; (C) Employee’s embezzlement of funds or misappropriation of other material property of the Company or any subsidiary)subsidiary or affiliate thereof; or (CD) Employee shall breach breaching this Agreement in a material manner manner, (E) Employee engaging in a material (critical or engage continuous) violation of the Company’s written policies and procedures as outlined in the Company’s Employee Handbook (or a successor Company’s handbook) and applicable broadly to all employees provided that Employee shall have been given at least 15 days’ notice and opportunity to cure such breach or violation; (F) Employee’s fraudulent conduct as regards the Company Company, which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Company or its subsidiaries or affiliates; or (G) Employee’s refusal or unwillingness refusal, after receiving at least 15 days’ notice and opportunity to make any cure, to follow the lawful directives of the certifications required CEO given in furtherance of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series a legitimate business purpose. Any unvested shares of the Company’s capital common stock is then traded or listed for quotation, constitute or give rise awarded pursuant to a basis for termination for “Cause.” (iiSection 4(c) The Company shall provide Employee with Notice of Termination stating that it intends to terminate be forfeited upon Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee termination for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating the Employee’s Employment 's Employment, and the Company has and shall have the right (exercisable immediately on notice to Employee, subject to any right of Employee as may be specified herein, if any, to cure any action, inaction, event or other circumstance that otherwise constitutes Cause) to terminate Employee's Employment, for Cause (as hereinafter defined). From and after the Date effective date of Terminationtermination for Cause, Employee shall no longer not receive any further benefits, any unearned Base Pay, and shall not be entitled to receive Base Salary and Bonus Compensation and any further Annual Bonuses or Equity Awards, regardless of the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employeeperformance of the Company. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, Company shall be determined in accordance with the terms of such other compensation arrangements or plans or programsprograms or otherwise pursuant to applicable law. The term “"Cause,” " as used herein, shall meanmean any of the following: (A) Employee’s conviction's conviction of, or plea of guilty or nolo contendere to, any felony, including a felonyfelony traffic related offense or other offense that, in the absolute and sole discretion of the Company, would materially affect Employee's ability to perform or the reputation of the Company; (B) Employee’s 's engaging in illegal or willful misconduct misconduct, or engaging in conduct that is economically injurious to having or may have an adverse effect on the financial performance, financial condition and/or reputation of the Company (or any subsidiaries or affiliates thereof, including, but not limited to, a willful violation of Sections 10 10, 11 or 11 12 of this Agreement or the Agreement; (C) Employee's embezzlement of funds or misappropriation of other material property of the Company or any subsidiary)subsidiary or affiliate thereof; or (CD) Employee shall breach breaching this Agreement in a material manner manner, (E) Employee engaging in a material (critical or engage continuous) violation of the Company's written policies and procedures as outlined in the Company’s Employee Handbook (or a successor Company's handbook) and applicable broadly to all employees provided that Employee shall have been given at least fifteen (15) days' notice and opportunity to cure such breach or violation; (F) Employee's fraudulent conduct as regards the Company Company, which results either in personal enrichment to Employee or material injury to the CompanyCompany or its subsidiaries or affiliates. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series Any unvested shares of the Company’s capital common stock is then traded or listed for quotation, constitute or give rise awarded pursuant to a basis for termination for “Cause.” (iiSection 4(c) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee forfeited upon Employee's termination for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: Employee’s: (A) Employee’s convictionfraudulent or unethical conduct, conviction or guilty plea of guilty or nolo contendere to, to a felonycrime involving moral turpitude; (B) Employee’s engaging in willful misconduct conduct that is detrimental or economically injurious to the Company (includingor its subsidiaries, but not limited toviolation of the Company’s policies, a willful violation of Sections 10 or 11 of this Agreement or the Agreement, embezzlement of funds or misuse or misappropriation of other property any of the Company Company’s property or any subsidiary)its confidential or proprietary information; or (C) Employee shall breach this Agreement in a material manner insubordination or engage in fraudulent unwillingness or inability to adequately perform the Employee’s job duties, including uncorrected failure to satisfy written directives or performance material, or (D) and any other conduct as regards the Company which results either in personal enrichment to Employee or material injury that may be detrimental to the Company, its reputation, its operations or activities. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company Board of Directors shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A), (B) or (BD) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) or D above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent This Employment Agreement and Employee’s employment hereunder may be terminated during the Term by the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after ) immediately upon delivery of the Date Notice of Termination to Employee (unless otherwise specified in the Notice of Termination), subject to any right of Employee shall no longer be entitled as specified herein, if any, to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on cure any life insurance action, inaction, event or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programscircumstance that otherwise constitutes Cause. The term “Cause,” as used herein, shall mean: mean any of the following: (Ai) Employee’s convictionconviction of, or plea of guilty or nolo contendere to, a any felony; , that, in the Board’s sound discretion, would materially affect Employee’s ability to perform Employee’s duties or the reputation of the Company or any subsidiaries or affiliates thereof; (Bii) Employee’s engaging in illegal or willful misconduct that is economically injurious to that, in the Board’s sound discretion, would have a material adverse effect on the financial performance, financial condition and/or reputation of the Company (or any subsidiaries or affiliates thereof, including, but not limited to, a willful violation of Sections 10 11 or 11 12 of this Agreement or the Employment Agreement; (iii) Employee’s embezzlement of funds or misappropriation of other material property of the Company or any subsidiary); subsidiary or affiliate thereof; (Civ) Employee shall breach breaching this Employment Agreement in a material manner manner; (v) Employee engaging in a material (critical or engage in continuous) violation of the Company’s written policies and procedures as determined by the Board and applicable broadly to all employees; (vi) Employee’s fraudulent conduct as regards the Company or any subsidiary or affiliate thereof, which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Company or its subsidiaries or affiliates; or (vii) Employee’s refusal or unwillingness to make any follow the lawful directives of the certifications required Board given in furtherance of him as Chief Executive Officer of a legitimate business purpose. A termination by the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment not be for Cause under this Section 8(c8(c)(v) or Section 8(c)(vii) unless (1) the Company gives Employee written notice specifying the event or condition that the Company asserts authorizes termination for Cause under Section 8(c)(v) or 8(c)(vii) and specifying (2) during the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his following receipt of such notice, Employee fails to have a meeting with the Board to discuss such act remedy or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In cure the event or condition. Any termination of employment pursuant to this Section 8(c) shall entitle Employee to receive only the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformancepayments set forth in Section 9(a) as above described, the Board may thereupon terminate the Employment of Employee for Causehereof.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating the Employee’s Employment 's Employment, and the Company has and shall have the right (exercisable immediately on notice to Employee, subject to any right of Employee as may be specified herein, if any, to cure any action, inaction, event or other circumstance that otherwise constitutes Cause) to terminate Employee's Employment, for Cause (as hereinafter defined). From and after the Date effective date of Terminationtermination for Cause, Employee shall no longer not receive any further benefits, any unearned Base Pay, and shall not be entitled to receive Base Salary and Bonus Compensation and any further Annual Bonuses or Equity Awards, regardless of the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employeeperformance of the Company. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, Company shall be determined in accordance with the terms of such other compensation arrangements or plans or programsprograms or otherwise pursuant to applicable law. The term “"Cause,” " as used herein, shall meanmean any of the following: (A) Employee’s conviction's conviction of, or plea of guilty or nolo contendere to, any felony, including a felonyfelony traffic related offense that, in the Company’s sound discretion, would materially affect Employee's ability to perform or the reputation of the Company; (B) Employee’s 's engaging in illegal or willful misconduct that is economically injurious to has a material adverse effect on the financial performance, financial condition and/or reputation of the Company (or any subsidiaries or affiliates thereof, including, but not limited to, a willful violation of Sections 10 10, 11 or 11 12 of this Agreement or the Agreement; (C) Employee's embezzlement of funds or misappropriation of other material property of the Company or any subsidiary)subsidiary or affiliate thereof; or (CD) Employee shall breach breaching this Agreement in a material manner manner, (E) Employee engaging in a material (critical or engage continuous) violation of the Company's written policies and procedures as outlined in the Company’s Employee Handbook (or a successor Company's handbook) and applicable broadly to all employees provided that Employee shall have been given at least fifteen (15) days' notice and opportunity to cure such breach or violation; (F) Employee's fraudulent conduct as regards the Company Company, which results either in personal enrichment to Employee or material injury to the CompanyCompany or its subsidiaries or affiliates. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series Any unvested shares of the Company’s capital common stock is then traded or listed for quotation, constitute or give rise awarded pursuant to a basis for termination for “Cause.” (iiSection 4(c) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee forfeited upon Employee's termination for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent This Agreement and Employee’s employment hereunder may be terminated during the Term by the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after ) immediately upon delivery of the Date Notice of Termination to Employee (unless otherwise specified in the Notice of Termination), subject to any right of Employee shall no longer be entitled as specified herein, if any, to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on cure any life insurance action, inaction, event or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programscircumstance that otherwise constitutes Cause. The term “Cause,” as used herein, shall mean: (A) mean any of the following: i. Employee’s convictionconviction of, or plea of guilty or nolo contendere to, a felony; (B) any felony that, in the CEO’s and/or Board’s sound discretion, would materially affect Employee’s ability to perform Employee’s duties or the reputation of the Company or any subsidiaries or affiliates thereof; ii. Employee’s engaging in illegal or willful misconduct that is economically injurious to that, in the CEO’s and/or Board’s sound discretion, would have a material adverse effect on the financial performance, financial condition and/or reputation of the Company (or any subsidiaries or affiliates thereof, including, but not limited to, a willful violation of Sections 10 11 or 11 12 of this Agreement or the Agreement; iii. Employee’s embezzlement of funds or misappropriation of other material property of the Company or any subsidiary); subsidiary or (C) affiliate thereof; iv. Employee shall breach breaching this Agreement in a material manner manner; v. Employee engaging in a material (critical or engage in continuous) violation of the Company’s written policies and procedures as determined by the CEO and/or Board and applicable broadly to all employees; vi. Employee’s fraudulent conduct as regards the Company or any subsidiary or affiliate thereof, which results either in personal enrichment to Employee or material injury to the CompanyCompany or its subsidiaries or affiliates; or vii. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any follow the lawful directives of the certifications required CEO and/or the Board given in furtherance of him as Chief Executive Officer of a legitimate business purpose. A termination by the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment not be for Cause under this Section 8(c8(c)(v) or Section 8(c)(vii) unless (1) the Company gives Employee written notice specifying the event or condition that the Company asserts authorizes termination for Cause under Section 8(c)(v) or 8(c)(vii) and specifying (2) during the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his following receipt of such notice, Employee fails to have a meeting with the Board to discuss such act remedy or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In cure the event or condition. Any termination of employment pursuant to this Section 8(c) shall entitle Employee to receive only the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformancepayments set forth in Section 9(a) as above described, the Board may thereupon terminate the Employment of Employee for Causehereof.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: Employee’s: (A) Employee’s convictionfraudulent or unethical conduct, conviction or guilty plea of guilty or nolo contendere to, to a felonycrime involving moral turpitude; (B) Employee’s engaging in willful misconduct conduct that is detrimental or economically injurious to the Company (includingor its subsidiaries, but not limited toviolation of the Company’s policies, a willful violation of Sections 10 or 11 of this Agreement or the Agreement, embezzlement of funds or misuse or misappropriation of other property any of the Company Company’s property or any subsidiary)its confidential or proprietary information; or (C) Employee shall breach this Agreement in a material manner insubordination or engage in fraudulent unwillingness or inability to adequately perform the Employee’s job duties, including uncorrected failure to satisfy written directives or performance material, or (D) and any other conduct as regards the Company which results either in personal enrichment to Employee or material injury that may be detrimental to the Company, its reputation, its operations or activities. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Financial Officer of the Company pursuant to Section 302 or Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A), (B) or (BD) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) or D above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: (A) Employee’s conviction, or plea of guilty or nolo contendere to, a felony; (B) Employee’s engaging in willful misconduct that is economically injurious to the Company (or its subsidiaries, including, but not limited to, a willful violation of Sections 10 or 11 of this Agreement Agreement, or the embezzlement of funds or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall Employee’s material violation of the Company’s written policies and procedures (including gross and continued failure to satisfy written directives or performance material provided to Employee), insubordination or breach this Agreement in a material manner manner; or engage in (D) Employee’s fraudulent conduct as regards the Company Company, which results either in personal enrichment to Employee or material injury to the CompanyCompany or its subsidiaries. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A), (B) or (BD) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) or D above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, Company shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: Employee’s: (A) Employee’s convictionfraudulent or unethical conduct, conviction or guilty plea of guilty or nolo contendere to, to a felonycrime involving moral turpitude; (B) Employee’s engaging in willful misconduct conduct that is detrimental or economically injurious to the Company (includingor its subsidiaries, but not limited toviolation of the Company’s policies, a willful violation of Sections 10 or 11 of this Agreement or the Agreement, embezzlement of funds or misuse or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall breach this Agreement in a material manner or engage in fraudulent conduct as regards the Company which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded property or listed for quotationits confidential or proprietary information; (C) insubordination or unwillingness or inability to adequately perform the Employee’s job duties, constitute including uncorrected failure to satisfy written directives or give rise performance material, or (D) and any other conduct that may be detrimental to a basis for termination for “Causethe Company, its reputation, its operations or activities.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A), (B) or (BD) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) or D above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, Company shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: Employee’s: (A) Employee’s convictionfraudulent or unethical conduct, conviction or guilty plea of guilty or nolo contendere to, to a felonycrime involving moral turpitude; (B) Employee’s engaging in willful misconduct conduct that is detrimental or economically injurious to the Company (includingor its subsidiaries, but not limited toviolation of the Company’s policies, a willful violation of Sections 10 or 11 of this Agreement or the Agreement, embezzlement of funds or misuse or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall breach this Agreement in a material manner or engage in fraudulent conduct as regards the Company which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded property or listed for quotationits confidential or proprietary information; (C) insubordination or unwillingness or inability to adequately perform the Employee’s job duties, constitute including uncorrected failure to satisfy written directives or give rise performance material, or (D) and any other conduct that may be detrimental to a basis for termination for “Causethe Company, its reputation, its operations or activities.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A), (B) or (BD) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) or D above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his her receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his her performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating the Employee’s Employment 's Employment, and the Company has and shall have the right (exercisable immediately on notice to Employee, subject to any right of Employee as may be specified herein, if any, to cure any action, inaction, event or other circumstance that otherwise constitutes Cause) to terminate Employee's Employment, for Cause (as hereinafter defined). From and after the Date effective date of Terminationtermination for Cause, Employee shall no longer not receive any further benefits, any unearned Base Pay, and shall not be entitled to receive Base Salary and Bonus Compensation and any further Annual Bonuses or Equity Awards, regardless of the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employeeperformance of the Company. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, Company shall be determined in accordance with the terms of such other compensation arrangements or plans or programsprograms or otherwise pursuant to applicable law. The term “"Cause,” " as used herein, shall meanmean any of the following: (A) Employee’s conviction's conviction of, or plea of guilty or nolo contendere to, any felony, including a felonyfelony traffic related offense or other offense that, in the absolute and sole discretion of the Company, would materially affect Employee's ability to perform or the reputation of the Company; (B) Employee’s 's engaging in acts of harassment, unlawful discrimination or other unethical, illegal or willful misconduct that is economically injurious to may disrupt or have an adverse effect on professional relationships, business operations , financial performance, and/or the reputation of the Company (or any subsidiaries, affiliates, employees or Directors thereof, including, but not limited to, a willful violation of Sections 10 10, 11 or 11 12 of this Agreement Agreement; (C) insubordination, failure or refusal to comply with lawful and reasonable directives, unwillingness or inability to adequately perform the Employee’s job duties, including uncorrected failure to satisfy written directives or performance material, (D) Employee's dishonesty, embezzlement of funds or misappropriation of other material property of the Company or any subsidiary)subsidiary or affiliate thereof; or (CE) Employee shall breach breaching this Agreement in a material manner manner, (F) Employee engaging in a material (critical or engage continuous) violation of the Company's written policies and procedures as outlined in the Company’s Employee Handbook (or a successor Company's handbook) and applicable broadly to all employees provided that Employee shall have been given at least fifteen (15) days' notice and opportunity to cure such breach or violation; (G) Employee's fraudulent conduct as regards the Company Company, which results either in personal enrichment to Employee or material injury to the CompanyCompany or its subsidiaries or affiliates. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series Any unvested shares of the Company’s capital common stock is then traded or listed for quotation, constitute or give rise awarded pursuant to a basis for termination for “Cause.” (iiSection 4(c) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee forfeited upon Employee's termination for Cause.

Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: (A) Employee’s conviction, or plea of guilty or nolo contendere to, a felony; (B) Employee’s engaging in willful misconduct that is economically injurious to the Company (or its subsidiaries, including, but not limited to, a willful violation of Sections 10 or 11 of this Agreement Agreement, or the embezzlement of funds or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall Employee’s material violation of the Company’s written policies and procedures (including gross and continued failure to satisfy written directives or performance material provided to Employee), insubordination or breach this Agreement in a material manner manner; or engage in (D) Employee’s fraudulent conduct as regards the Company Company, which results either in personal enrichment to Employee or material injury to the CompanyCompany or its subsidiaries. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Financial Officer of the Company pursuant to Section 302 or Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A), (B) or (BD) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) or D above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.