Common use of Termination of Employment for Cause Clause in Contracts

Termination of Employment for Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreement.

Termination of Employment for Cause. Notwithstanding The Employer may terminate the provisions employment of Section 2 the Employee if the Employer suffers or may reasonably be expected to suffer any material adverse effect as a result of the Employee (any such termination being a termination for "Cause"): (a) Breaching any material provision of this Agreement, the Executive's employment (Agreement and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining failing to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of cure such breach within ten (10) days after the Executive has received receipt of written notice from thereof; (b) Misappropriating funds or property of the Company; (c) Securing any personal profit not thoroughly disclosed to and approved by the Company in connection with any transaction entered into on behalf of the Company; (d) Engaging in conduct, and/or even if not in connection with the performance of his duties hereunder, which would reasonably be expected to result in a material adverse effect to the interest of the Company if he was retained as an employee, such as his commission of a felony or a crime of moral turpitude; (ive) gross negligence Becoming and remaining "Disabled," as hereinafter defined (either physically, mentally or willful misconduct which continues uncured otherwise) for a period of ten one hundred thirty-five (10135) days after the Executive has received written notice from the Companyduring any consecutive twelve-month time period; B. The Executive persists, for a period of (f) Failing to carry out and perform the duties assigned to the Employee in accordance with the terms hereof and failing to cure such breach within ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors thereof; or (g) Failing to comply with corporate policies of the Company that are promulgated from time to be in violation of his duties time and made known to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous Employee and uninterrupted inability failing to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty cure such breach within ten (18010) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")after written notice thereof. In the event of the death of the Employee, such occurrence shall immediately constitute a termination for Cause. Except as provided in item (e) above, no termination for Cause shall be effective if the Employee is Disabled. In the event the Employee is terminated for Cause because he is Disabled, the Employee may be permitted to participate in any disability insurance policy the Company then has in effect. In the event of termination of his employment for Cause, the Employee shall pay the Executive be entitled to receive his base salary through the effective date of the employment terminationcompensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive the date of termination. Any salary or remuneration owed as of the date of termination shall be paid less the amount of damages, if any, caused to the Company by such breach, but no such damages offset shall extend beyond any compensation due and owing under this Agreement. The Company and Notwithstanding the Executive thereafter shall have no further obligations under this Agreement except as otherwise cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Company shall be required to furnish the Employee notice of the violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. Notwithstanding The Company may terminate the provisions of Section 2 Executive’s employment at any time for “Cause.” For purposes of this Agreement, the Executive's employment following shall constitute “Cause.” i. The Executive is convicted of, or pleads no contest/nolo contendere to, any felony, crime involving moral turpitude or any other serious criminal offense; ii. The Executive breaches in any material respect any provision of this Agreement (other than as related to Sections 7, 8, 9, 10, and all 11, which is covered by Section 13(c)(iii) below and other than as related to any violation of the Company’s Code of Conduct or other Company policy which is covered by Section 13(c)(vi) below), or habitually neglects to perform his rights and benefits duties under this AgreementAgreement (other than for reasons related to Disability) shall terminate immediately and without further notice upon such breach or habitual neglect is not cured in the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of Board’s good faith belief within ten (10) business days after Executive’s receipt of written notice on behalf of the Board; iii. The Executive breaches any provision of Section 7, 8, 9, 10, or 11, and such breach is not cured, to the extent curable, in the Board’s good faith belief within five (5) business days after Executive’s receipt of written notice on behalf of the Board; iv. After conducting a thorough investigation in compliance with Company policy, the Company determines that the Executive has received written notice from violated in any material respect any applicable local, state or federal law relating to discrimination or harassment; provided that the Executive shall be afforded an opportunity to respond to any allegations that are the subject of such investigation prior to the Company’s determination; v. The Executive engages in any inappropriate relationship (romantic, sexual, or otherwise) with an employee, customer, or supplier of the Company, or misuses or abuses Company property and/or resources or engages in other conduct, even if not in conjunction with his duties hereunder, that in the Board’s good faith belief could reasonably be expected to bring material disrepute to the Company or adversely affect the Executive’s ability to perform his duties for the Company; vi. The Company reasonably determines that the Executive has violated the Company’s Code of Conduct or any other Company policy adopted by the Board and applicable to senior executives of the Company; or vii. The Executive acts, without Board direction or approval, in an intentionally reckless manner (ivbut not mere unsatisfactory performance) gross negligence that is materially injurious to the financial condition of the Company. In the event that the Company terminates the Executive’s employment for Cause, the Executive will be entitled to no further payments or willful misconduct which continues uncured for a period benefits hereunder other than the following: A. Any Base Salary that is accrued but unpaid and any business expenses that are unreimbursed, all, as of ten the date of termination of employment; and B. Any rights and benefits (10if any) provided under Plans and Programs of the Company, determined in accordance with the applicable terms and provisions of such Plans and Programs. All payments due under Section 13(c)(A) shall be made within thirty (30) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 Executive’s termination of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementemployment.

Termination of Employment for Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Executive's ’s employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's ’s business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten fifteen (1015) days after written notice from the Company, in a course of conduct reasonably determined by willful misconduct injurious to the Board of Directors of Company’s interest, willful breach in the Company to be in violation performance of his duties to under this Agreement, or habitual neglect by the Company Executive in the performance of his duties under this Agreement (other than as a result of incapacity for physical or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreementmental illness); C. The Executive's ’s death; or D. The continuous and uninterrupted inability to perform the Executive's ’s duties and responsibilities under this Agreement, on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, Company for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter are referred to collectively and individually as "“Cause")”. In the event of Upon a termination of the Executive’s employment for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits)he would otherwise have been entitled to receive under this Agreement, including but not limited to any right to compensation pursuant to Section 4 Sections 3, 4, and 5 of this AgreementAgreement (including any right to the grant of the Option under Section 4.B), he would otherwise except to the extent that such benefits shall have been entitled to receive vested and continue after the termination of the Executive’s employment under this Agreementthe terms of the applicable benefit plans and programs. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in this Section and Sections 13 and 14 of this Agreement.

Termination of Employment for Cause. Notwithstanding Upon the provisions termination of Section 2 Participant’s employment by Company for Cause, unless the Options have earlier terminated, the Options (whether vested or not) shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; provided that Company, in its discretion, may, by written notice to Participant given as of the date of termination, authorize Participant to exercise any vested portion of the Options for a period of up to thirty (30) days following Participant’s termination of employment for Cause, provided that in no event may Participant exercise the Options after the Option Expiration Date. For purposes of this Agreement, “Cause” shall mean (1) if a definition of Cause made specifically applicable to option awards held by Participant is provided in a written employment or severance agreement between Participant and Company or a severance plan of Company covering Participant (including a change in control severance agreement or plan) and any such agreement or plan is in effect at the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more time of the following events: A. The Executive has been termination of employment, Cause shall be as defined in such other agreement or plan; or (2) if no such other definition of Cause is guilty in effect at the time of termination of employment, “Cause” shall mean a determination by Company in its sole discretion, that Participant (i) a criminal offense involving moral turpitude, has breached Participant’s terms of employment with Company; (ii) criminal or dishonest conduct pertaining has failed to the business or affairs of the comply with Company policies and procedures in a material manner; (iii) has engaged in disloyalty to Company, including, without limitation, fraud fraud, embezzlement, theft or dishonesty in the course of Participant’s employment; (iv) has disclosed trade secrets or confidential information of Company to persons not entitled to receive such information; (v) has breached any agreement between Participant and misappropriation)Company; (vi) has engaged in such other behavior detrimental to the interests of Company; (vii) has been convicted of, or pled guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony; (iiiviii) has failed in any material manner to consistently discharge Participant’s employment duties to the Company, which failure continues for thirty (30) days following written notice from Company detailing the area or areas of such failure, other than such failure resulting from Participant’s Disability; (ix) has knowingly engaged in or aided any act or omission transaction by Company or a Subsidiary that results in the intended imposition of criminal, civil or likely consequence of which is material injury to administrative penalties against Company or any Subsidiary; or (x) has engaged in misconduct during the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined Participant’s employment by the Board of Directors of the Company or any Subsidiary that results in an accounting restatement by Company due to be in violation of his duties to the material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s employment by Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this AgreementSubsidiary.

Termination of Employment for Cause. Notwithstanding 6.01. Employer may at any time, at its election, by written notice to Employee stating with specificity the provisions of Section 2 of this Agreementreason for the termination, the Executiveterminate Employee's employment for "Cause," which shall be defined as Employee's: (and all a) Gross negligence or willful malfeasance in the performance of his rights and benefits duties under this Agreement; (b) shall terminate immediately and without further notice upon Failure to obtain or retain any permits, licenses, or approvals which may be required by any state or local authorities in order to permit the happening Employee to continue his employment as contemplated by this Agreement; (c) Conviction of any one felony or more conviction of the following events: A. The Executive has been or is guilty of (i) a criminal offense crime involving moral turpitude, ; (iid) criminal or dishonest conduct pertaining Dishonesty with respect to the business or affairs of the Company Employer (including, without limitation, fraud and misappropriation), (iiifraud) any act resulting in a breach of duty to Employer involving Employee's personal gain or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Companyprofit; B. The Executive persists, for a period of ten (10e) days after written notice from the Company, Engaging in a course of conduct reasonably determined by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise any activity that is in violation of the covenants, agreements or obligations under the terms provisions of Article X of this Agreement; C. The Executive's death, which shall not be cured following ten days' written notice and a demand to cure such violation; or D. The continuous and uninterrupted inability (f) Use or imparting of any confidential or proprietary information of Employer or any subsidiary or affiliate in violation of any confidentiality or proprietary agreement to perform which Employee is a party, including without limitation the Executive's duties on behalf provisions of Article IX of this Agreement; PROVIDED, that in the Companyevent such notice is provided pursuant to Section 6.01(b), by reason of accident, mental or physical illness or impairment, or disease, for Employee shall have a period of one hundred and eighty thirty (18030) days from following the first day date of such inability notice in which to perform his dutiescure such failure, and if Employee shall cure such failure within such period, Employee's employment hereunder shall be reinstated without prejudice. 6.02. Upon the provision of such notice (Subsections Aor, Bin the case of such notice pursuant to Section 6.01(b), Cupon expiration of the applicable cure period without cure), & D of this Section 9 hereinafter referred to collectively Employee's employment shall immediately cease and individually as "terminate for Cause"). In the event of a such termination for Causeof employment, the Company Employee shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been be entitled to receive under all amounts of Base Salary and benefits accrued but unpaid through the date of such termination. Except as set forth in this Agreement. The Company Section 6.02 and the Executive thereafter shall have no further obligations under this Agreement Section 13.08, all other rights of Employee (and, except as otherwise provided in Sections 13 Section 3.02 above and 14 Section 13.08, all obligations of this Agreementthe Employer) hereunder shall terminate as of the date of such termination of employment.

Termination of Employment for Cause. Notwithstanding The Employer may terminate the provisions employment of Section 2 the Employee if the Employer suffers or may reasonably be expected to suffer any material adverse effect as a result of the Employee (any such termination being a termination for "Cause"): (a) Breaching any material provision of this Agreement, the Executive's employment Agreement and failing to cure such breach within thirty (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (1030) days after the Executive has received receipt of written notice from the Company, and/or thereof; (ivb) gross negligence Misappropriating funds or willful misconduct which continues uncured for a period property of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10c) days after written notice from the Company, in a course of conduct reasonably determined Securing any personal profit not thoroughly disclosed to and approved by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties connection with any transaction entered into on behalf of the Company; (d) Engaging in conduct, by reason even if not in connection with the performance of accidenthis duties hereunder, mental which would reasonably be expected to result in a material adverse effect to the interest of the Company if he was retained as an employee, such as his commission of a felony or physical illness a crime of moral turpitude; (e) Becoming and remaining "Disabled," as hereinafter defined (either physically, mentally or impairment, or disease, otherwise) for a period of one hundred and eighty thirty-five (180135) days during any consecutive twelve-month time period; (f) Failing to carry out and perform the duties assigned to the Employee in accordance with the terms hereof and failing to cure such breach within thirty (30) days after written notice thereof; or (g) Failing to comply with corporate policies of the Company that are promulgated from the first day of time to time and made known to Employee and failing to cure such inability to perform his duties. breach within thirty (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")30) days after written notice thereof. In the event of the death of the Employee, such occurrence shall immediately constitute a termination for Cause. Except as provided in item (e) above, no termination for Cause shall be effective if the Employee is Disabled. In the event the Employee is terminated for Cause because he is Disabled, the Employee may be permitted to participate in any disability insurance policy the Company then has in effect. In the event of termination of his employment for Cause, the Employee shall pay the Executive be entitled to receive his base salary through the effective date of the employment terminationcompensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive the date of termination. Any salary or remuneration owed as of the date of termination shall be paid less the amount of damages, if any, caused to the Company by such breach, but no such damages offset shall extend beyond any compensation due and owing under this Agreement. The Company and Notwithstanding the Executive thereafter shall have no further obligations under this Agreement except as otherwise cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Company shall be required to furnish the Employee notice of the violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. Notwithstanding 6.01 EMPLOYER may at any time, at its election, by written notice to EMPLOYEE stating with specificity the provisions of Section 2 of this Agreementreason for the termination, terminate EMPLOYEE'S employment for "Cause," which shall be defined as EMPLOYEE'S: (a) Gross negligence or willful malfeasance in the Executive's employment (and all performance of his rights and benefits duties under this Agreement; (b) shall terminate immediately and without further notice upon Failure to obtain or retain any permits, licenses, or approvals which may be required by any state or local authorities in order to permit the happening EMPLOYEE to continue his employment as contemplated by this Agreement; (c) Conviction of any one felony or more conviction of the following events: A. The Executive has been or is guilty of (i) a criminal offense crime involving moral turpitude, ; (iid) criminal or dishonest conduct pertaining Dishonesty with respect to the business or affairs of the Company EMPLOYER (including, without limitation, fraud and misappropriation), (iiifraud) any act resulting in a breach of duty to EMPLOYER involving EMPLOYEE'S personal gain or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Companyprofit; B. The Executive persists, for a period of ten (10e) days after written notice from the Company, Engaging in a course of conduct reasonably determined by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise any activity that is in violation of the covenants, agreements or obligations under the terms provisions of Article X of this Agreement; C. The Executive's death, which shall not be cured following ten days' written notice and a demand to cure such violation; or D. The continuous and uninterrupted inability (f) Use or imparting of any confidential or proprietary information of EMPLOYER or any subsidiary or affiliate in violation of any confidentiality or proprietary agreement to perform which EMPLOYEE is a party, including without limitation the Executive's duties on behalf provisions of Article IX of this Agreement; PROVIDED, that in the Companyevent such notice is provided pursuant to Section 6.01(b), by reason of accident, mental or physical illness or impairment, or disease, for EMPLOYEE shall have a period of one hundred and eighty thirty (18030) days from following the first day date of such inability notice in which to perform his duties. cure such failure, and if EMPLOYEE shall cure such failure within such period, EMPLOYEE's employment hereunder shall be reinstated without prejudice. 6.02 Upon the provision of such notice (Subsections Aor, Bin the case of such notice pursuant to Section 6.01(b), Cupon expiration of the applicable cure period without cure), & D of this Section 9 hereinafter referred to collectively EMPLOYEE'S employment shall immediately cease and individually as "terminate for Cause"). In the event of a such termination for Causeof employment, the Company EMPLOYEE shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been be entitled to receive under all amounts of Base Salary and benefits accrued but unpaid through the date of such termination. Except as set forth in this Agreement. The Company Section 6.02 and the Executive thereafter shall have no further obligations under this Agreement Section 13.08, all other rights of EMPLOYEE (and, except as otherwise provided in Sections 13 Section 3.02 above and 14 Section 13.08, all obligations of this Agreementthe EMPLOYER) hereunder shall terminate as of the date of such termination of employment.

Termination of Employment for Cause. Notwithstanding If the provisions Board, in their sole and unfettered discretion or that of Section 2 their designees, decides to terminate you for cause, your employment and this Agreement will terminate effective on the date specified by the Board or their designee. For purposes of this Agreement, the Executive's employment term “cause” will mean any of the following: (and all i) You fail to perform or satisfy any material duty, obligation, or condition that is required of his rights and benefits you under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events:; A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal You breach any material term, covenant, or dishonest conduct pertaining condition of this Agreement; (iii) You are insubordinate to the Board or their designee with regard to an issue of material importance to the Company; (iv) You fail to carry out any material policy, rule, or regulation for employees that the Company from time to time establishes, including, but not limited to, its policies prohibiting unlawful discrimination and harassment; (v) You act, either affirmatively or by omission, dishonestly, recklessly, with gross negligence, or with intentional misconduct in performing any of your duties or obligations under this Agreement; (vi) You neglect or fail to perform your material duties and obligations under this Agreement on a regular and continuous basis; (vii) You are convicted or plead guilty or no contest to any crime or offense (other than an infraction relating to the operation of a motor vehicle) which is likely to have a material adverse impact on the business operations or affairs financial or other condition of the Company, or any felony offense for any crime of moral turpitude; (viii) You commit fraud or embezzlement; (ix) You intentionally breach any of your fiduciary duties to the Company or make an intentional misrepresentation to the Company or as an agent of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is likely to have a material injury to adverse impact on the business operations or financial or other condition of the Company's business; and/or (x) You fail to obey a specific written direction from the Board or their designee, property or reputation, which act or omission provided that: (a) such failure continues uncured for a period of ten (10) days after receipt of such specific written direction; and (b) such specific written direction includes a statement that the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured failure to comply therewith will be a basis for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company to be in violation of his duties to the Company termination under this Agreement or otherwise in violation Agreement. If you are terminated for cause as defined above, you are only entitled to receive earned wages and any unused accrued vacation through and including the date of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")termination. In the event of that the Company terminates you for cause, and it is later determined by the Company, or later adjudicated by a termination Court or arbitrator, that there was no cause for Causethe termination, the Company parties agree that the termination of your employment shall pay be deemed without cause and accordingly your termination will be governed solely and exclusively by the Executive his base salary through the effective date of the employment termination, terms and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided conditions set forth in Sections 13 6.4 and 14 6.6 of this Agreement.

Termination of Employment for Cause. Notwithstanding The Company may terminate the provisions employment of Section 2 the Employee if the Company suffers or may reasonably be expected to suffer any material adverse effect as a result of the Employee (any such termination being a termination for "Cause"): (a) Breaching any material provision of this Agreement, the Executive's employment Agreement and failing to cure such breach within thirty (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (1030) days after the Executive has received receipt of written notice from the Company, and/or thereof; (ivb) gross negligence Misappropriating funds or willful misconduct which continues uncured for a period property of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10c) days after written notice from the Company, in a course of conduct reasonably determined Securing any personal profit not thoroughly disclosed to and approved by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties connection with any transaction entered into on behalf of the Company; (d) Engaging in conduct, by reason even if not in connection with the performance of accidenther duties hereunder, mental which would reasonably be expected to result in a material adverse effect to the interest of the Company if she were retained as an employee, such as her commission of a felony or physical illness a crime of moral turpitude; (e) Becoming and remaining "Disabled," as hereinafter defined (either physically, mentally or impairment, or disease, otherwise) for a period of one hundred and eighty thirty-five (180135) days during any consecutive twelve-month time period; (f) Failing to carry out and perform the duties assigned to the Employee in accordance with the terms hereof and failing to cure such breach within thirty (30) days after written notice thereof; or (g) Failing to comply with corporate policies of the Company that are promulgated from the first day of time to time and made known to Employee and failing to cure such inability to perform his duties. breach within thirty (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")30) days after written notice thereof. In the event of the death of the Employee, such occurrence shall immediately constitute a termination for Cause. Except as provided in item (e) above, no termination for Cause shall be effective if the Employee is Disabled. In the event the Employee is terminated for Cause because she is Disabled, the Employee may be permitted to participate in any disability insurance policy the Company then has in effect. In the event of termination of her employment for Cause, the Employee shall pay the Executive his base salary through the effective date of the employment terminationbe entitled to receive her compensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive the date of termination. Any salary or remuneration owed as of the date of termination shall be paid less the amount of damages, if any, caused to the Company by such breach, but no such damages offset shall extend beyond any compensation due and owing under this Agreement. The Company and Notwithstanding the Executive thereafter shall have no further obligations under this Agreement except as otherwise cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Company shall be required to furnish the Employee notice of the violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. Notwithstanding The Company may at any time during the provisions of Section 2 term of this Agreement, by written notice, terminate the Executive's employment of Employee For Cause (as defined below). In such event, Employee shall be entitled to receive any unpaid amounts of Base Salary and all Incentive Bonus for services provided by Employee to the Company up to and including the date of his rights and benefits termination of the employment of Employee, but under this Agreement) no circumstances whatsoever shall terminate immediately and without further notice upon the happening Employee be entitled to receive any other compensation of any one kind or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitudenature whatsoever, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, including without limitation, fraud for any period of time after the date of the termination of the employment of Employee. The following shall be deemed to constitute the types of acts or conduct which shall constitute grounds for termination of Employee's employment "FOR CAUSE" by written notice pursuant to this Agreement: (a) The conviction (notwithstanding any possible or pending appeal) of Employee of any felony; PROVIDED, HOWEVER, that prior to any conviction, but while charged with a felony, the Company may, at its discretion, suspend Employee with or without pay; (b) Any material breach by Employee of any term, provision or covenant contained in this Agreement and misappropriation)the failure of Employee to cure the same within a reasonable period of time not to exceed sixty (60) days of receipt of written notice of such failure (which notice must state specifically and precisely what action or inaction by the Employee constitutes the breach and what Employee must do or not do to correct the breach) and the demand that the same be cured; (c) The persistent and willful failure, neglect, inability or refusal of Employee to perform in all material respects his duties and responsibilities under this Agreement and the failure to cure the same within fifteen (iii15) days of receipt of written notice (which notice must state specifically and precisely what action or inaction by the Employee constitutes the breach and what Employee must do or not do to correct the breach) of such failure and the demand that the same be cured; or (d) Any material breach by Employee of any act or omission the intended or likely consequence of which is material injury to the Company's businesspolicies, property or reputationpractices, which act or omission continues uncured for a period of ten rules and/or regulations and the failure to cure the same within fifteen (1015) days after the Executive has received of receipt of written notice from the Company, and/or (iv) gross negligence which notice must state specifically and precisely what action or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined inaction by the Board of Directors of Employee constitutes the Company breach and what Employee must do or not do to be in violation of his duties to correct the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180breach) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, failure and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and demand that the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementsame be cured.

Termination of Employment for Cause. Notwithstanding The Employer may terminate the provisions of Section 2 of this Agreement, the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been Employee if the Employer suffers or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining may reasonably be expected to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) suffer any act or omission the intended or likely consequence of which is material injury to adverse effect on the Company's business, property or reputation, which act or omission continues uncured Business as a result of the Employee (any such termination being a termination for a period "Cause"): (a) Breaching any provision of ten this Agreement and failing to cure such breach within thirty (1030) days after the Executive has received receipt of written notice from the Company, and/or thereof; (ivb) gross negligence Misappropriating funds or willful misconduct which continues uncured for a period property of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists(c) Securing any personal profit not thoroughly disclosed to and approved by the Company in connection with any transaction entered into on behalf of the Company; (d) Engaging in conduct, even if not in connection with the performance of his duties hereunder, which would reasonably be expected to result in a material adverse effect to the interest of the Company if he was retained as an employee, such as his commission of a felony or a crime of moral turpitude; (e) Becoming and remaining "Disabled," as hereinafter defined (either physically, mentally or otherwise) for a consecutive period of one hundred thirty-five (135) days during any consecutive twelve- month time period; (f) Failing to carry out and perform the material duties assigned to the Employee in accordance with the terms hereof and failing to cure such breach within ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors thereof; (g) Failing to comply with corporate policies of the Company that are promulgated from time to be in violation of his duties time and made known to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's deathEmployee and failing to cure such breach within ten (10) days after written notice thereof; or D. (h) The continuous and uninterrupted inability Business failing to perform the Executive's duties achieve quarterly Net Profit, as defined on behalf Schedule A to this Agreement of the Company, by reason $109,125 for each of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty two (1802) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")consecutive fiscal quarters. In the event of the death of the Employee, such occurrence shall immediately constitute a termination for Cause. Except as provided in item (e) above, no termination for Cause shall be effective if the Employee is Disabled. In the event the Employee is terminated for Cause because he is Disabled, the Employee may be permitted to participate in any disability insurance policy the Company then has in effect. In the event of termination of his employment for Cause, the Employee shall pay the Executive be entitled to receive his base salary through the effective date of the employment terminationcompensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive under this Agreementthe date of termination. The Any salary or remuneration owed as of the date of termination shall be paid less the amount of damages, if any, caused to the Company by such breach, but no such damages offset shall extend beyond any compensation due and the Executive thereafter shall have no further obligations owing under this Agreement except as otherwise or the Purchase Agreement. Notwithstanding the cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Company shall be required to furnish the Employee notice of the violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. Notwithstanding The Company may terminate the provisions employment of Section 2 the Employee if the Company suffers or may reasonably be expected to suffer any material adverse affect as a result of the Employee (any such termination being a termination for "Cause"): (a) Breaching any material provision of this Agreement, the Executive's employment Agreement and failing to cure such breach within fifteen (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (1015) days after written notice from thereof; (b) Misappropriating funds or property of the Company, in a course of conduct reasonably determined ; (c) Securing any personal profit not thoroughly disclosed to and approved by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties connection with any transaction entered into on behalf of the Company other than as provided in or contemplated by this Agreement or the Purchase Agreement; (d) Engaging in conduct, even if not in connection with the performance of his duties hereunder, which results in a material adverse effect upon the interests of the Company, by reason such as his conviction of accidenta felony or a crime of moral turpitude; (e) Becoming and remaining "Disabled", mental as hereinafter defined (either physically, mentally or physical illness or impairment, or disease, otherwise) for a period of one hundred thirty-five (135) consecutive days; (f) Willfully and eighty materially failing to carry out and perform duties assigned to the Employee in accordance with the terms hereof and failing to cure such breach within fifteen (18015) days after written notice thereof; or (g) Willfully and materially failing to comply with written corporate policies of the Company that are promulgated from time to time by the first day Company's Board of Directors, and failing to cure such inability to perform his dutiesbreach within fifteen (15) days after written notice thereof. (Subsections AIn addition, Bin the event of the death of the Employee, C, & D of this Section 9 hereinafter referred to collectively and individually as such occurrence shall immediately constitute a termination for "Cause"). In the event of a termination of his employment for Cause, the Company Employee shall pay the Executive be entitled to receive his base salary through the effective date of the employment terminationcompensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive under this Agreementthe date of termination less the amount of actual damages, if any, caused to the Company by such breach. The Company and Notwithstanding the Executive thereafter shall have no further obligations under this Agreement except as otherwise cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Company shall be required to furnish the Employee notice of the violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. Notwithstanding The Company may terminate the provisions employment of Section 2 the Employee if the Company suffers or may reasonably be expected to suffer any material adverse effect as a result of the Employee (any such termination being a termination for "Cause"): (a) Breaching any material provision of this Agreement, the Executive's employment (Agreement and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining failing to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of cure such breach within ten (10) days after the Executive has received receipt of written notice from thereof; (b) Misappropriating funds or property of the Company; (c) Securing any personal profit not thoroughly disclosed to and approved by the Company in connection with any transaction entered into on behalf of the Company; (d) Engaging in conduct, and/or even if not in connection with the performance of his duties hereunder, which would reasonably be expected to result in a material adverse effect to the interest of the Company if he were retained as an employee, such as his commission of a felony or a crime of moral turpitude; (ive) gross negligence Becoming and remaining "Disabled," as hereinafter defined (either physically, mentally or willful misconduct which continues uncured otherwise) for a period of ten one hundred thirty-five (10135) days after the Executive has received written notice from the Companyduring any consecutive twelve-month time period; B. The Executive persists, for a period of (f) Failing to carry out and perform the duties assigned to the Employee consistent with the terms hereof and failing to cure such breach within ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors thereof; (g) Failing to comply with consistently applied corporate policies of the Company that are promulgated from time to be in violation of his duties time and made known to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's deathEmployee and failing to cure such breach within ten (10) days after written notice thereof; or D. The continuous and uninterrupted inability (h) dying. In the event the Employee is terminated for Cause because he is Disabled, the Employee may be permitted to perform participate in any disability insurance policy the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")Company then has in effect. In the event of a termination of his employment for Cause, the Company Employee shall pay the Executive be entitled to receive his base salary through the effective date of the employment terminationcompensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive the date of termination. Any salary or remuneration owed as of the date of termination shall be paid less the amount of damages, if any, caused to the Company by such breach, but no such damages offset shall extend beyond any compensation due and owing under this Agreement. The Company and Notwithstanding the Executive thereafter shall have no further obligations under this Agreement except as otherwise cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Company shall be required to furnish the Employee notice of the alleged violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. Notwithstanding The Employer may terminate ----------------------------------- the provisions employment of Section 2 the Employee if the Employer suffers or may reasonably be expected to suffer any material adverse effect as a result of the Employee (any such termination being a termination for "Cause"): (a) Breaching any material provision of this Agreement, the Executive's employment Agreement and failing to cure such breach within thirty (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (1030) days after the Executive has received receipt of written notice from the Company, and/or thereof; (ivb) gross negligence Misappropriating funds or willful misconduct which continues uncured for a period property of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10c) days after written notice from the Company, in a course of conduct reasonably determined Securing any personal profit not thoroughly disclosed to and approved by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties connection with any transaction entered into on behalf of the Company; (d) Engaging in conduct, by reason even if not in connection with the performance of accidenthis duties hereunder, mental which would reasonably be expected to result in a material adverse effect to the interest of the Company if he was retained as an employee, such as his commission of a felony or physical illness a crime of moral turpitude; (e) Becoming and remaining "Disabled," as hereinafter defined (either physically, mentally or impairment, or disease, otherwise) for a period of one hundred and eighty thirty-five (180135) days during any consecutive twelve-month time period; (f) Failing to carry out and perform the duties assigned to the Employee in accordance with the terms hereof and failing to cure such breach within thirty (30) days after written notice thereof; or (g) Failing to comply with corporate policies of the Company that are promulgated from the first day of time to time and made known to Employee and failing to cure such inability to perform his duties. breach within thirty (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")30) days after written notice thereof. In the event of the death of the Employee, such occurrence shall immediately constitute a termination for Cause. Except as provided in item (e) above, no termination for Cause shall be effective if the Employee is Disabled. In the event the Employee is terminated for Cause because he is Disabled, the Employee may be permitted to participate in any disability insurance policy the Company then has in effect. In the event of termination of his employment for Cause, the Employee shall pay the Executive be entitled to receive his base salary through the effective date of the employment terminationcompensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive the date of termination. Any salary or remuneration owed as of the date of termination shall be paid less the amount of damages, if any, caused to the Company by such breach, but no such damages offset shall extend beyond any compensation due and owing under this Agreement. The Company and Notwithstanding the Executive thereafter shall have no further obligations under this Agreement except as otherwise cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Company shall be required to furnish the Employee notice of the violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. Notwithstanding The Company may terminate the provisions employment of Section 2 the Employee if the Company suffers or may reasonably be expected to suffer any material adverse effect as a result of the Employee (any such termination being a termination for "Cause"): (a) Breaching any material provision of this Agreement, the Executive's employment (Agreement and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining failing to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of cure such breach within ten (10) days after the Executive has received receipt of written notice from thereof; (b) Misappropriating funds or property of the Company; (c) Securing any personal profit not thoroughly disclosed to and approved by the Company in connection with any transaction entered into on behalf of the Company; (d) Engaging in conduct, and/or even if not in connection with the performance of his duties hereunder, which would reasonably be expected to result in a material adverse effect to the interest of the Company if he was retained as an employee, such as his commission of a felony or a crime of moral turpitude; (ive) gross negligence Becoming and remaining "Disabled," as hereinafter defined (either physically, mentally or willful misconduct which continues uncured otherwise) for a period of ten one hundred thirty-five (10135) days after the Executive has received written notice from the Companyduring any consecutive twelve-month time period; B. The Executive persists, for a period of (f) Failing to carry out and perform the duties assigned to the Employee in accordance with the terms hereof and failing to cure such breach within ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors thereof; or (g) Failing to comply with consistently applied corporate policies of the Company that are promulgated from time to be in violation of his duties time and made known to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous Employee and uninterrupted inability failing to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty cure such breach within ten (18010) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")after written notice thereof. In the event of the death of the Employee, such occurrence shall immediately constitute a termination for Cause. Except as provided in item (e) above, no termination for Cause shall be effective if the Employee is Disabled. In the event the Employee is terminated for Cause because he is Disabled, the Employee may be permitted to participate in any disability insurance policy the Company then has in effect. In the event of termination of his employment for Cause, the Employee shall pay the Executive be entitled to receive his base salary through the effective date of the employment terminationcompensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive the date of termination. Any salary or remuneration owed as of the date of termination shall be paid less the amount of damages, if any, caused to the Company by such breach, but no such damages offset shall extend beyond any compensation due and owing under this Agreement. The Company and Notwithstanding the Executive thereafter shall have no further obligations under this Agreement except as otherwise cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Company shall be required to furnish the Employee notice of the violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. Notwithstanding In the provisions event that the employment relationship of Section 2 Participant with the Company is or was terminated by the Company for “Cause”: Altair Engineering Inc. - 2001 ISO & NSO Plan Stock Restriction & Repurchase Agreement (Standard) 3 (a) The Company shall purchase from the Participant and the Participant (or his Legal Representative) shall sell and transfer to the Company all Vested Shares owned by Participant upon the terms set forth in Article III hereof at the purchase price determined pursuant to Article IV hereof. (b) The purchase and sale of Participant’s Vested Shares shall be completed at a closing to be held within ninety (90) days from the effective date of Participant’s termination of employment with the Company. (c) For purposes of this AgreementArticle II, Cause shall be defined as the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening occurrence of any one or more of the following acts or events: A. The Executive has been : (1) fraud, misappropriation, embezzlement, or is guilty other act of material dishonesty against the Company; (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii2) any act or omission acts by Participant with respect to Company which constitute a breach of Participant’s fiduciary duties or duties of honesty, good faith and loyalty (including derogatory statements regarding the intended or likely consequence of Company, but excluding statements made in connection with any legal action filed against the Company); (3) any act by Participant which is material injury intentionally damaging to the Company's business, property ; (4) commission by Participant of a felony or reputation, which act misdemeanor involving moral turpitude; (5) a material breach by Participant of any provision of this Agreement within his control or omission continues uncured for a period failure of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company Participant to be in violation of properly and diligently perform his duties to the Company under this Agreement or otherwise in violation of the covenantsas an employee, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf officer and/or director of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty which violation is not remedied within three (1803) days after notice from Company specifying such violation; (6) alcohol or drug abuse affecting in any material respect the first day performance by the Participant of such inability to perform his duties. (Subsections Aduties and responsibilities as an employee, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date officer and/or director of the employment termination, Company; (7) commission of any other act or acts which substantially impairs the reputation and standing of Company with its customers or the Executive shall immediately thereafter forfeit all rights community at large; and benefits (other than vested benefits), including but not limited to 8) any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive act or circumstance constituting “cause” for termination under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementapplicable statutory or common law.

Termination of Employment for Cause. Notwithstanding The Company may terminate the provisions employment of Section 2 Executive if the Board of the Directors of the Company determines that Executive has: (a) materially breached any provision hereof or habitually neglected the duties which Executive was required to perform under any provision of this Agreement, the Executive's employment ; (and all of his rights and benefits under this Agreementb) shall terminate immediately and without further notice upon the happening of any one misappropriated funds or more property of the following events: A. The Executive has been Company or is guilty otherwise engaged in acts of (i) a criminal offense involving dishonesty, fraud, misrepresentation or other acts of moral turpitude, (ii) criminal or dishonest conduct pertaining even if not in connection with the performance of Executive's duties hereunder, which could reasonably be expected to result in serious prejudice to the business or affairs interests of the Company if Executive were retained as an employee; (including, without limitation, fraud c) secured any personal profit not completely disclosed to and misappropriation), (iii) approved by the Company in connection with any act transaction entered into on behalf of or omission with the intended Company or likely consequence any affiliate of which is material injury to the Company's business; (d) died, property or reputationbecome and remained incapacitated (either physically, which act mentally or omission continues uncured otherwise) for a period of ten ninety (1090) consecutive days after such that Executive is not able to substantially perform Executive's duties hereunder; or (e) failed to carry out and perform duties assigned to Executive in accordance with the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, terms hereof in a course of conduct reasonably determined by manner acceptable to the Board of Directors of the Company after a written demand for substantial performance is delivered to Executive which identifies the manner in which Executive has not substantially performed Executive's duties, and provided further that Executive shall be in violation of his duties given a reasonable opportunity to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms cure such failure. For purposes of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability section, no act, or failure to perform act, on the Executive's duties on behalf part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated For Cause under subsection (a) without (i) reasonable notice to the Executive setting forth the reasons for the Company's intention to Terminate For Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the Board of Directors, and (iii) delivery to the Executive of a notice of termination from the Board of Directors of the Company, by reason finding that, in the good faith opinion of accidentthe Board of Directors, mental or physical illness or impairment, or disease, for a period the Executive was guilty of one hundred conduct set forth above in clause (a) of the preceding sentence and eighty (180) days from specifying the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")particulars thereof in detail. In the event of a termination of Executive's employment for Causecause, Executive shall be entitled to retain the Company shall pay the Executive his base options for shares which have not been previously purchased, salary through the effective date of the employment termination, termination and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including reimbursement of expenses properly incurred but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementyet reimbursed.

Termination of Employment for Cause. Notwithstanding The Company may terminate ----------------------------------- the provisions employment of Section 2 the Employee if the Company suffers or may reasonably be expected to suffer any material adverse affect as a result of the Employee (any such termination being a termination for "Cause"): (a) Breaching any material provision of this Agreement, the Executive's employment Agreement and failing to cure such breach within fifteen (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (1015) days after written notice from thereof; (b) Misappropriating funds or property of the Company, in a course of conduct reasonably determined ; (c) Securing any personal profit not thoroughly disclosed to and approved by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties connection with any transaction entered into on behalf of the Company other than as provided in or contemplated by this Agreement or the Purchase Agreement; (d) Engaging in conduct, even if not in connection with the performance of his duties hereunder, which results in a material adverse effect upon the interests of the Company, by reason such as his conviction of accidenta felony or a crime of moral turpitude; (e) Becoming and remaining "Disabled", mental as hereinafter defined (either physically, mentally or physical illness or impairment, or disease, otherwise) for a period of one hundred thirty-five (135) consecutive days; (f) Willfully and eighty materially failing to carry out and perform duties assigned to the Employee in accordance with the terms hereof and failing to cure such breach within fifteen (18015) days after written notice thereof; or (g) Willfully and materially failing to comply with written corporate policies of the Company that are promulgated from time to time by the first day Company's Board of Directors, and failing to cure such inability to perform his dutiesbreach within fifteen (15) days after written notice thereof. (Subsections AIn addition, Bin the event of the death of the Employee, C, & D of this Section 9 hereinafter referred to collectively and individually as such occurrence shall immediately constitute a termination for "Cause"). In the event of a termination of his employment for Cause, the Company Employee shall pay the Executive be entitled to receive his base salary through the effective date of the employment terminationcompensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive under this Agreementthe date of termination less the amount of actual damages, if any, caused to the Company by such breach. The Company and Notwithstanding the Executive thereafter shall have no further obligations under this Agreement except as otherwise cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Company shall be required to furnish the Employee notice of the violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. (a) Notwithstanding the provisions of Section 2 3 of this Agreement, the Executive's ’s employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening occurrence of any one or more of the following events:events (each of which individually, and all of which collectively, shall be hereinafter referred to as “Cause”): A. The Executive has been or is guilty of (i) the Executive (i) is convicted of a criminal offense crime that constitutes a felony or other crime involving moral turpitude, (ii) has engaged in criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), or (iii) has engaged in any act or omission the intended or likely consequence of which is material injury to the Company's ’s business, property or reputation, which act or omission continues uncured for a period of ten ; or (10ii) days after the Executive has received written notice from failed or refused to perform or observe any of the CompanyExecutive’s material duties, and/or (iv) gross negligence responsibilities or willful misconduct which continues uncured for a period obligations set forth in this Agreement or has failed to follow the directions of ten (10) days after an officer of the Company to whom the Executive has received written notice from the Company; B. The Executive persists, for a period reports or of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company to be in violation Company; provided, however, that, if susceptible of his duties to cure, a termination by the Company under this Agreement or otherwise in violation Section 10(a)(ii) shall be effective only if, within 14 days following delivery of a written notice by the Company to Executive that the Company is terminating his employment for Cause, Executive has failed to cure the circumstances giving rise to Cause. (b) Upon a termination of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination ’s employment for Cause, the Company shall pay the Executive his base salary Base Salary through the effective date of the employment terminationTermination Date, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he otherwise would otherwise have been entitled to receive under this Agreement, or otherwise including, but not limited to, any right to receive compensation and incentive compensation pursuant to Sections 4, 5 and 7 of this Agreement, except to the extent that such benefits shall have vested and continue after the termination of the Executive’s employment under the terms of the applicable benefit plans and programs. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections this Section and in Section 13 and 14 of this Agreement.

Termination of Employment for Cause. Notwithstanding Upon the provisions termination of Section 2 Participant’s employment by Company for Cause, unless the Options have earlier terminated, the Options (whether vested or not) shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; provided that the Company, in its discretion, may, by written notice to Participant given as of the date of termination, authorize Participant to exercise any vested portion of the Options for a period of up to thirty (30) days following Participant’s termination of employment for Cause, provided that in no event may Participant exercise the Options after the Option Expiration Date. For purposes of this Agreement, “Cause” shall mean (1) if a definition of Cause made specifically applicable to option awards or grants made to Participant is provided in a written employment or severance agreement between Participant and Company or a severance plan of Company covering Participant (including a change in control severance agreement or plan) and any such agreement or plan is in effect at the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more time of the following events: A. The Executive has been termination of employment, Cause shall be as defined in such other agreement or plan; or (2) if no such other definition of Cause is guilty in effect at the time of termination of employment, “Cause” shall mean a determination by the Company in its sole discretion, that Participant (i) a criminal offense involving moral turpitude, has breached Participant’s terms of employment with Company; (ii) criminal or dishonest conduct pertaining has failed to the business or affairs of the comply with Company policies and procedures in a material manner; (iii) has engaged in disloyalty to Company, including, without limitation, fraud fraud, embezzlement, theft or dishonesty in the course of Participant’s employment; (iv) has disclosed trade secrets or confidential information of Company to persons not entitled to receive such information; (v) has breached any agreement between Participant and misappropriation), Company; (iiivi) any act or omission the intended or likely consequence of which is material injury has engaged in such other behavior detrimental to the interests of Company's business; (vii) has been convicted of, property or reputation, pled guilty or nolo contendre to any misdemeanor involving moral turpitude or any felony; (viii) has failed in any material manner to consistently discharge Participant’s employment duties to the Company which act or omission failure continues uncured for a period of ten thirty (1030) days after the Executive has received following written notice from the CompanyCompany detailing the area or areas of such failure, and/or other than such failure resulting from Employee’s Disability; (ivix) gross negligence has knowingly engaged in or willful aided any act or transaction by the Company or a Subsidiary that results in the imposition of criminal, civil or administrative penalties against the Company or any Subsidiary; or (x) has engaged in misconduct which continues uncured for a period of ten (10) days after during the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined Participant’s employment by the Board of Directors of Company or any Subsidiary that results in an accounting restatement by the Company due to be in violation of his duties to material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s employment by the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this AgreementSubsidiary.

Termination of Employment for Cause. Notwithstanding In the event that the employment relationship of Participant with the Company is terminated by the Company for “Cause”: (a) The Company shall have the right and option, exercisable by written notice furnished to Participant within sixty (60) days from the effective date of Participant’s termination, to acquire all but not less than all of Participant’s Vested Shares upon the terms set forth in Article III hereof at the purchase price determined pursuant to Article IV hereof. (b) If the Company timely exercises its option to purchase all of Participant’s Vested Shares as provided above, the purchase and sale of Participant’s Vested Shares shall be completed at a closing to be held within one hundred twenty (120) days from the effective date of Participant’s termination. (c) If the Company does not exercise its option to purchase all of Participant’s Vested Shares as provided above, then Participant or his Legal Representative shall continue to own the Shares and the provisions of Section 2 and restrictions of this AgreementAgreement shall continue to apply to such Shares. (d) For purposes of this Article II, Cause shall be defined as the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening occurrence of any one or more of the following acts or events: A. The Executive has been : (1) fraud, misappropriation, embezzlement, or is guilty other act of material dishonesty against the Company; (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii2) any act or omission acts by Participant with respect to Company which constitute a breach of Participant’s fiduciary duties or duties of honesty, good faith and loyalty (including derogatory statements regarding the intended or likely consequence of Company, but excluding statements made in connection with any legal action filed against the Company); (3) any act by Participant which is material injury intentionally damaging to the Company's business, property ; (4) commission by Participant of a felony or reputation, which act misdemeanor involving moral turpitude; (5) a material breach by Participant of any provision of this Agreement 2012 ISO & NSO Plan Stock Restriction Agreement (Key EE) 4 within his control or omission continues uncured for a period failure of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company Participant to be in violation of properly and diligently perform his duties to the Company under this Agreement or otherwise in violation of the covenantsas an employee, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf officer and/or director of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty which violation is not remedied within three (1803) days after notice from Company specifying such violation; (6) alcohol or drug abuse affecting in any material respect the first day performance by the Participant of such inability to perform his duties. (Subsections Aduties and responsibilities as an employee, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date officer and/or director of the employment termination, Company; (7) commission of any other act or acts which substantially impairs the reputation and standing of Company with its customers or the Executive shall immediately thereafter forfeit all rights community at large; and benefits (other than vested benefits), including but not limited to 8) any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive act or circumstance constituting “cause” for termination under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementapplicable statutory or common law.

Termination of Employment for Cause. Notwithstanding Upon the provisions termination of Section 2 Participant’s employment by Company or any Subsidiary for Cause, unless the Options have earlier terminated, the Options (whether vested or not) shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; provided that Company, in its discretion, may, by written notice to Participant given as of the date of termination, authorize Participant to exercise any vested portion of the Options for a period of up to thirty (30) days following Participant’s termination of employment for Cause, provided that in no event may Participant exercise the Options after the Option Expiration Date. For purposes of this Agreement, “Cause” shall mean (1) if a definition of Cause made specifically applicable to option awards held by Participant is provided in a written employment or severance agreement between Participant and Company or any Subsidiary or a severance plan of Company or any Subsidiary covering Participant (including a change in control severance agreement or plan) and any such agreement or plan is in effect at the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more time of the following events: A. The Executive has been termination of employment, Cause shall be as defined in such other agreement or plan; or (2) if no such other definition of Cause is guilty in effect at the time of termination of employment, “Cause” shall mean a determination by Company in its sole discretion, that Participant (i) a criminal offense involving moral turpitude, has breached Participant’s terms of employment with Company or any Subsidiary; (ii) criminal has failed to comply with Company or dishonest conduct pertaining any Subsidiary policies and procedures in a material manner; (iii) has engaged in disloyalty to the business Company or affairs of the Company (any Subsidiary, including, without limitation, fraud and misappropriation)fraud, (iii) any act embezzlement, theft or omission dishonesty in the intended or likely consequence course of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or Participant’s employment; (iv) gross negligence has disclosed trade secrets or willful misconduct which continues uncured for a period confidential information of ten Company or any Subsidiary to persons not entitled to receive such information; (10v) days after has breached any agreement between Participant and Company or any Subsidiary; (vi) has engaged in such other behavior detrimental to the Executive interests of Company or any Subsidiary; (vii) has received written notice from the Company; B. The Executive persistsbeen convicted of, for a period of ten or pled guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony; (10viii) days after written notice from the Company, has failed in a course of conduct reasonably determined by the Board of Directors of the Company any material manner to be in violation of his consistently discharge Participant’s employment duties to the Company under this Agreement or otherwise in violation of the covenantsany Subsidiary, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, which failure continues for a period of one hundred and eighty thirty (18030) days following written notice from Company or any Subsidiary detailing the first day area or areas of such inability to perform his duties. (Subsections Afailure, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits)such failure resulting from Participant’s Disability; (ix) has knowingly engaged in or aided any act or transaction by Company or any Subsidiary that results in the imposition of criminal, including but not limited civil or administrative penalties against Company or any Subsidiary; or (x) has engaged in misconduct during the course of Participant’s employment by Company or any Subsidiary that results in an accounting restatement by Company due to material noncompliance with any right to compensation pursuant to Section 4 of this Agreementfinancial reporting requirement under applicable securities laws, he would otherwise have been entitled to receive under this Agreement. The whether such restatement occurs during or after Participant’s employment by Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementor any Subsidiary.

Termination of Employment for Cause. Notwithstanding The Company may terminate the provisions employment of Section 2 Executive if the Board of the Directors of the Company determines that Executive has: (a) Materially breached any provision hereof or habitually neglected the duties which Executive was required to perform under any provision of this Agreement, the Executive's employment ; (and all of his rights and benefits under this Agreementb) shall terminate immediately and without further notice upon the happening of any one Misappropriated funds or more property of the following events: A. The Executive has been Company or is guilty otherwise engaged in acts of (i) a criminal offense involving dishonesty, fraud, misrepresentation or other acts of moral turpitude, (ii) criminal or dishonest conduct pertaining even if not in connection with the performance of Executive’s duties hereunder, which could reasonably be expected to result in serious prejudice to the business or affairs interests of the Company if Executive were retained as an employee; (including, without limitation, fraud c) Secured any personal profit not completely disclosed to and misappropriation), (iii) approved by the Company in connection with any act transaction entered into on behalf of or omission with the intended Company or likely consequence any affiliate of which is material injury to the Company's business; (d) Died, property or reputationbecome and remained incapacitated (either physically, which act mentally or omission continues uncured otherwise) for a period of ten ninety (1090) consecutive days after such that Executive is not able to substantially perform Executive’s duties hereunder; or (e) Failed to carry out and perform duties assigned to Executive in accordance with the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, terms hereof in a course of conduct reasonably determined by manner acceptable to the Board of Directors of the Company after a written demand for substantial performance is delivered to Executive which identifies the manner in which Executive has not substantially performed Executive’s duties, and provided further that Executive shall be given a reasonable opportunity to cure such failure. For purposes of this section, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in violation good faith and without reasonable belief that his action or omission was in the best interest of his duties the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated For Cause under subsection (a) without (i) reasonable notice to the Company under this Agreement or otherwise in violation of Executive setting forth the covenantsreasons for the Company’s intention to Terminate For Cause, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform (ii) an opportunity for the Executive's duties on behalf , together with his counsel, to be heard before the Board of Directors, and (iii) delivery to the Executive of a notice of termination from the Board of Directors of the Company, by reason finding that, in the good faith opinion of accidentthe Board of Directors, mental or physical illness or impairment, or disease, for a period the Executive was guilty of one hundred conduct set forth above in clause (a) of the preceding sentence and eighty (180) days from specifying the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")particulars thereof in detail. In the event of a termination of Executive’s employment for Causecause, Executive shall be entitled to retain the Company shall pay the Executive his base vested options for shares which have not been previously purchased, salary through the effective date of the employment termination, termination and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including reimbursement of expenses properly incurred but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementyet reimbursed.

Termination of Employment for Cause. Notwithstanding The Company shall have the provisions of Section 2 right to terminate the Employee’s employment immediately in the event the Employee shall do or cause to be done any act that constitutes “cause” (as hereinafter defined) for termination. For purposes of this Agreement, the Executive's employment (and all of his rights and benefits under this Agreement) “cause” shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of be deemed to mean (i) a criminal offense involving moral turpitudematerial breach of his obligations under this Agreement (any breach of Section 10, 11 or 12 hereof being an example of such a breach), (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after in the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company to be in violation performance of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason (iii) dishonesty to the Corporation, (iv) conviction of accidentany crime that could have the effect of causing the termination or suspension of any license or permit which the Company holds, mental or physical illness or impairment(v) conviction of any felony, or disease, for (vi) conviction of a period of one hundred and eighty (180) days from misdemeanor which substantially impairs the first day of such inability Employee’s ability to perform his dutiesduties to the Corporation, or (vii) excessive absenteeism not related to disability. The Employee will not be deemed to have been terminated for “cause” as defined under subsection (Subsections A, B, C, & D i) or (ii) of this Section 9 hereinafter referred to collectively the immediately preceding sentence unless and individually as "Cause")until he is provided written notice of the alleged grounds for such termination and such grounds are not substantially cured within 15 days following the Employee’s receipt of such notice. In Should the event of a termination Employee’s employment be terminated by the Company for Causecause, the Company Company’s only obligation shall be to pay the Executive Employee his base salary through the effective date of termination. Nothing contained in this Section 8 shall in any way waive, restrict or prejudice the employment termination, and the Executive shall immediately thereafter forfeit all Company’s rights and benefits (other than vested benefits), including but not limited remedies in equity and at law against the Employee with respect to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations matter for which the Employee’s employment under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementis terminated for cause.

Termination of Employment for Cause. Notwithstanding Upon the provisions termination of Section 2 Optionee’s employment by Company for Cause, unless the Options have been earlier terminated, the Options (whether vested or not) shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; provided that Company, in its discretion, may, by written notice to Optionee given as of the date of termination, authorize Optionee to exercise any vested portion of the Options for a period of up to thirty (30) days following Optionee’s termination of employment for Cause, provided that in no event may Optionee exercise the Options after the Option Expiration Date. For purposes of this Agreement, the Executive's employment (and all of his rights and benefits under this Agreement) “Cause” shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of mean a determination by Company in its sole discretion, that Optionee (i) a criminal offense involving moral turpitude, has breached Optionee’s terms of employment with Company; (ii) criminal or dishonest conduct pertaining has failed to the business or affairs of the comply with Company policies and procedures in a material manner; (iii) has engaged in disloyalty to Company, including, without limitation, fraud fraud, embezzlement, theft or dishonesty in the course of Optionee’s employment; (iv) has disclosed trade secrets or confidential information of Company to persons not entitled to receive such information; (v) has breached any agreement between Optionee and misappropriation)Company; (vi) has engaged in such other behavior detrimental to the interests of Company; (vii) has been convicted of, or pled guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony; (iiiviii) has failed in any material manner to consistently discharge Optionee’s employment duties to the Company, which failure continues for thirty (30) days following written notice from Company detailing the area or areas of such failure, other than such failure resulting from Optionee’s Disability; (ix) has knowingly engaged in or aided any act or omission transaction by Company or a Subsidiary that results in the intended imposition of criminal, civil or likely consequence of which is material injury to administrative penalties against Company or any Subsidiary; or (x) has engaged in misconduct during the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined Optionee’s employment by the Board of Directors of the Company or any Subsidiary that results in an accounting restatement by Company due to be in violation of his duties to the material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Optionee’s employment by Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this AgreementSubsidiary.

Termination of Employment for Cause. Notwithstanding The Employers may ----------------------------------- terminate the provisions employment of Section 2 the Employee if the Employers suffer or may reasonably be expected to suffer any material adverse effect as a result of the Employee (any such termination being a termination for "Cause"): (a) Breaching any material provision of this Agreement, the Executive's employment (Agreement and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining failing to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of cure such breach within ten (10) days after written note thereof; (b) Misappropriating funds or property of either of the Executive has received written notice from Employers; (c) Securing any personal profit not thoroughly disclosed to and approved by the CompanyEmployers in connection with any transaction entered into on behalf of the Employers; (d) Engaging in conduct, and/or even if not in connection with the performance of his duties hereunder, which would reasonably be expected to result in a material adverse effect to the interest of the Employers if he was retained as an employee, such as his commission of a felony or a crime of moral turpitude; (ive) gross negligence Becoming and remaining "Disabled", as hereinafter defined (either physically, mentally or willful misconduct which continues uncured otherwise) for a period of ten one hundred thirty-five (10135) days after the Executive has received written notice from the Companyduring any consecutive twelve month time period; B. The Executive persists, for a period of (f) Failing to carry out and perform the duties assigned to the Employee in accordance with the terms hereof and failing to cure such breach within ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's deaththereof; or D. The continuous and uninterrupted inability (g) Failing to perform the Executive's duties on behalf comply with corporate policies of either of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred Employers that are promulgated from time to time and eighty made known to Employee and failing to cure such breach within ten (18010) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")after written notice thereof. In the event of the death of the Employee, such occurrence shall immediately constitute a termination for Cause. Except as provided in item (e) above, no termination for Cause shall be effective if the Employee is Disabled. In the event the Employee is terminated for Cause because he is Disabled, the Company Employee may be permitted to participate in any disability insurance policy the Employers then have in effect. In the event of termination of his employment for Cause, the Employee shall pay the Executive be entitled to receive his base salary through the effective date of the employment terminationcompensation, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to as determined in Section 4 of this Agreement, he would otherwise have been entitled due or accrued on a pro rata basis to receive the date of termination. Any salary or remuneration owed as of the date of termination shall be paid less the amount of damages, if any, caused to the Employers by such breach, but no such damages offset shall extend beyond any compensation due and owing under this Agreement. The Company and Notwithstanding the Executive thereafter shall have no further obligations under this Agreement except as otherwise cure provisions provided in Sections 13 10(a), 10 (f) and 14 10(g), the Employee shall not have the opportunity to cure any violation of this Agreementthese subsections if such violation cannot reasonably be expected to be cured. In such event, the Employers shall be required to furnish the Employee notice of the violation, but the Employee shall not be furnished an opportunity to cure.

Termination of Employment for Cause. Notwithstanding Eltron may at time during the provisions of Section 2 term of this Agreement, by written notice, terminate the Executive's employment (of FOLIARD for cause. In such event, FOLIARD shall be entitled to receive any unpaid amounts of Base Salary and all Additional Compensation for services provided by FOLIARD to Eltron up to and including the date of his rights and benefits termination of the employment of FOLIARD, but under this Agreement) no circumstances whatsoever shall terminate immediately and without further notice upon the happening FOLIARD be entitled to receive any other compensation of any one kind or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitudenature whatsoever, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, including without limitation, fraud and misappropriation), (iii) for any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten time after the date of the termination of the employment of FOLIARD. The following shall be deemed to constitute the types of acts or conduct which shall constitute grounds for termination of FOLIARD's employment for cause by written notice pursuant to this Agreement: (10a) The commission by FOLIARD of any serious felony. (b) Any breach by FOLIARD of any material term, provision or covenant contained in this Agreement and the failure of FOLIARD to cure the same within a reasonable period of time not to exceed sixty (60) days after the Executive has received of receipt of written notice from of such failure (which notice must state specifically and precisely what action or inaction by the Company, and/or (ivEmployee constitutes the breach and what Employee must do or not do to correct the breach) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after and the Executive has received written notice from demand that the Companysame be cured; B. (c) The Executive persistspersistent and willful failure, for a period neglect, inability or refusal of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company Employee to be in violation of perform his duties to the Company and responsibilities under this Agreement and the failure to cure the same within fifteen (15) days of receipt of written notice (which notice must state specifically and precisely what action or otherwise in violation inaction by the Employee constitutes the breach and what Employee must do or not do to correct the breach) of such failure and the covenants, agreements or obligations under demand that the terms of this Agreement; C. The Executive's deathsame be cured; or D. The continuous (d) Any material breach by Employee of any of Company's material policies, practices, rules and/or regulations and uninterrupted inability the failure to perform cure the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty same within fifteen (18015) days from of receipt of written notice (which notice must state specifically and precisely what action or inaction by the first day Employee constitutes the breach and what Employee must do or not do to correct the breach) of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, failure and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and demand that the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementsame be cured.

Termination of Employment for Cause. Notwithstanding the provisions of Section 2 of this Agreement, the ExecutiveThis Agreement and Employee's employment hereunder may be terminated by the Company, effective immediately upon notice to Employee (and or at such later date as may be specified in the notice of termination), upon the occurrence of any of the following, as determined by a vote of a majority of the Board: (a) Sickness or injury of Employee which results in Employee being unable to perform substantially all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured duties hereunder for a period of ten six (106) consecutive months; (b) Employee engages in, undertakes or is a party to or involved in, any one of the following acts or events: (i) Any act of fraud or material conflict of interest or self-dealing involving the Company; or (ii) Any felony or any offense involving moral turpitude or any criminal offense involving the Company; or (iii) A violation or breach of any of Employee's covenants under Section 9 of this Agreement; or (c) Employee engages in misconduct or neglect of duty or in any willful action which materially and adversely affects the business, affairs or goodwill of the Company; or (d) Repeated failure to follow reasonable written policies, procedures or practices established by the Company, and failure to conform Employee's actions to such policies, procedures or practices within thirty (30) days after the Executive has received written notice from the Company. In addition, and/or (iv) gross negligence Employee's employment hereunder shall terminate automatically upon the death of Employee, or willful misconduct which continues uncured for a period the incompetency of ten (10) days after the Executive has received written notice from the Company; B. The Executive persistsEmployee, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably as determined by the Board a court of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")competent jurisdiction. In the event of a termination for Causeof Employee's employment pursuant to this Section 7, the Company Employee shall pay the Executive his base salary be entitled to all compensation, benefits and expense reimbursements payable through the effective date of the employment termination, and to no further compensation. If Employee disagrees with a determination by the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited Board with respect to any right to compensation the existence of conditions supporting the Company's termination of this Agreement pursuant to this Section 4 7, Employee may, within thirty (30) days of this Agreementhis receipt of notice of termination from the Company, he would otherwise have been entitled file a demand for arbitration with respect to receive under this Agreement. The Company the issue of whether such conditions existed in the City of Columbus, Ohio, in accordance with the rules then prevailing of the American Arbitration Association, by a panel of three (3) arbitrators, and judgment upon the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided award rendered by the arbitrators may be entered in Sections 13 and 14 a court of this Agreementcompetent jurisdiction.

Termination of Employment for Cause. Notwithstanding paragraph (3) hereof, if Grantee’s employment is terminated for “Cause,” upon written Notice of Termination for Cause given by the provisions of Section 2 of this AgreementCompany to Grantee, the Executive's employment (and all of his rights and benefits under this Agreement) Option granted hereunder shall terminate immediately and without further notice upon Grantee shall no longer have the happening right and option to purchase from the Company any vested or unvested portion of the Option. As used herein, “Cause” shall mean any one or more of the following events: A. The Executive has been or is guilty of : (i) willful misconduct or intentional and continual neglect of duties which in the business judgment of the Board (excluding Grantee) has materially adversely affected the Company; provided, however, that Grantee shall have first received written notice from such Board advising Grantee of the acts or omissions that constitute the misconduct or neglect of duties, and such misconduct or neglect of duties continues after Grantee shall have had a criminal offense involving moral turpitude, reasonable opportunity to correct the same; (ii) criminal the commission by Grantee of an act of fraud or dishonest conduct pertaining embezzlement; (iii) the commission by Grantee of any other action with the intent to injure the Company; (iv) theft or conviction of a felony or any crime involving dishonesty or moral turpitude; (v) Grantee having misappropriated the property of the Company; (vi) Grantee having willfully violated any law or regulation relating to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is results in material injury to the Company's business; or (vii) willful and continual failure or refusal to substantially perform employment duties (other than any such failure resulting from Grantee’s incapacity due to physical or mental illness); provided, property or reputationhowever, which act or omission continues uncured for a period of ten (10) days after the Executive has that Grantee shall have first received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors advising Grantee of the Company acts or omissions that constitute the failure or refusal to be in violation substantially perform duties, and such failure or refusal continues after Grantee shall have had a reasonable opportunity to correct the same. Termination for Cause shall require the vote of his duties to the Company under this Agreement or otherwise in violation a majority of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf members of the Company’s Board of Directors. For purposes of this paragraph, no act, or failure to act, on Grantee’s part shall be considered “willful” unless done, or omitted to be done, by reason him not in good faith and without reasonable belief that his action or omission was in the best interest of accidentthe Company. Notwithstanding the foregoing, mental or physical illness or impairmentGrantee shall not be deemed to have been terminated for cause without (i) reasonable notice to Grantee setting forth the reasons for the Company’s intention to terminate for cause, (ii) an opportunity for Grantee, together with his counsel, to be heard before the Board, and (iii) delivery to Grantee of a Notice of Termination as defined in paragraph (11) hereof from the Board finding that in the good faith opinion of the Board, Grantee was guilty of conduct set forth above in clause (i), (ii), (iii), (iv), (v), (vi), or disease, for a period of one hundred and eighty (180vii) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment terminationpreceding paragraph, and specifying the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided particulars thereof in Sections 13 and 14 of this Agreementdetail.

Termination of Employment for Cause. Notwithstanding paragraph (3) hereof and subject to Section 2.7 of the provisions Plan, if Grantee’s employment is terminated “for cause,” upon written Notice of Section 2 of this AgreementTermination for cause given by the Company to Grantee, the Executive's employment (and all of his rights and benefits under this Agreement) Option granted hereunder shall terminate immediately and without further notice upon Grantee shall no longer have the happening right and option to purchase from the Company any vested or unvested portion of the Option. As used herein, “for cause” shall mean any one or more of the following events: A. The Executive has been or is guilty of : (i) willful misconduct or intentional and continual neglect of duties which in the business judgment of the Board of Directors (excluding Grantee) has materially adversely affected the Company; provided, however, that Grantee shall have first received written notice from such Board of Directors advising Grantee of the acts or omissions that constitute the misconduct or neglect of duties, and such misconduct or neglect of duties continues after Grantee shall have had a criminal offense involving moral turpitude, reasonable opportunity to correct the same; (ii) criminal the commission by the Grantee of an act of fraud or dishonest conduct pertaining embezzlement; (iii) the commission by the Grantee of any other action with the intent to injure the Company; (iv) theft or conviction of a felony or any crime involving dishonesty or moral turpitude; (v) the Grantee having misappropriated the property of the Company; (vi) the Grantee having willfully violated any law or regulation relating to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is results in material injury to the Company; or (vii) willful and continual failure or refusal to substantially perform employment duties (other than any such failure resulting from Grantee's businessincapacity due to physical or mental illness); provided, property or reputationhowever, which act or omission continues uncured for a period of ten (10) days after the Executive has that Grantee shall have first received written notice from the CompanyBoard of Directors advising Grantee of the acts or omissions that constitute the failure or refusal to substantially perform duties, and/or (iv) gross negligence and such failure or willful misconduct which refusal continues uncured for after Grantee shall have had a period reasonable opportunity to correct the same. For purposes of ten (10) days after this paragraph, no act, or failure to act, on Grantee’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the Executive has received written notice from best interest of the Company; B. The Executive persists. Notwithstanding the foregoing, Grantee shall not be deemed to have been terminated for a period of ten cause without (10i) days after written reasonable notice from to Grantee setting forth the reasons for the Company's intention to terminate for cause and (ii) an opportunity for Grantee, in a course of conduct reasonably determined by together with his counsel, to be heard before the Board of Directors Termination for cause shall require the vote of a majority of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf members of the Company's Board of Directors, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementexcluding Grantee.

Termination of Employment for Cause. Notwithstanding The Employer may terminate the provisions of Section 2 Term and the Executive’s employment upon notice at any time for “Cause.” (i) For purposes of this Agreement, “Cause” means: (A) the willful failure by the Executive to substantially perform the Executive's employment ’s duties hereunder (other than a failure resulting from the Executive’s incapacity because of death or disability), after notice from the Employer and all a failure to cure such violation within twenty (20) days of his rights and benefits under this Agreementsaid notice; (B) shall terminate immediately and without further notice upon the happening willful engaging by the Executive in misconduct injurious to the Employer; (C) dishonesty, insubordination or gross negligence of the Executive in the performance of the Executive’s duties; (D) the Executive’s breach of fiduciary duty involving personal profit; (E) the Executive’s violation of any one law, rule or more regulation governing issuers of publicly traded securities or banks or bank officers or any regulatory enforcement actions issued by a regulatory authority against the Executive; (F) conduct on the part of the following events: A. The Executive has been which brings public discredit to the Employer and, if the effect may be cured, a failure to cure within twenty (20) days of the date notice of such conduct is delivered to the Executive; (G) the Executive’s conviction of or is plea of guilty or nolo contendere to a felony (including conviction of (i) or plea of guilty or nolo contendere to a criminal offense misdemeanor that was originally charged as a felony but was reduced to a misdemeanor as a result of a plea bargain), crime of falsehood or a crime involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs actual incarceration of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured Executive for a period of ten twenty (1020) consecutive days after or more; (H) an act by the Executive has received written notice affecting any of the Employer’s employees, customers, business associates, contractors or visitors that an independent third party decides, after reasonable investigation, constitutes unlawful discrimination or harassment or violates the Employer’s policy concerning discrimination or harassment; (I) the Executive’s theft or abuse of the Employer’s property or the property of the Employer’s customers, employees, contractors, vendors or business associates; (J) the direction or recommendation of a state or federal bank regulatory authority to remove the Executive from the CompanyExecutive’s position(s) with the Employer; (K) the Executive’s willful failure to follow the good faith lawful instructions of the Board with regard to its operations, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice and, if the event may be cured, a failure to cure such violation within twenty (20) days of the date said notice is delivered to the Executive; (L) material breach of any contract or agreement that the Executive entered with the Employer, including a breach of any of the obligations described in this Agreement and, if the breach may be cured, a failure to cure such breach within twenty (20) days of the date notice of such conduct is delivered to the Executive; or (M) unauthorized disclosure of the trade secrets or Confidential Information (as defined below) of the Employer, of any of its affiliates, trade partners or vendors. However, Cause will not arise solely because the Executive is absent from active employment during periods of vacation, consistent with the Company, in a course Employer’s applicable vacation policy or other period of conduct reasonably determined absence initiated by the Board of Directors of Executive and approved by the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this AgreementEmployer.

Termination of Employment for Cause. Notwithstanding Upon the provisions termination of Section 2 Participant’s employment by Company for Cause, unless the Options have earlier terminated, the Options (whether vested or not) shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; provided that Company, in its discretion, may, by written notice to Participant given as of the date of termination, authorize Participant to exercise any vested portion of the Options for a period of up to thirty (30) days following Participant’s termination of employment for Cause, provided that in no event may Participant exercise the Options after the Option Expiration Date. For purposes of this Agreement, “Cause” shall mean (1) if a definition of Cause made specifically applicable to option awards held by Participant is provided in a written employment or severance agreement between Participant and Company or a severance plan of Company covering Participant (including a change in control severance agreement or plan) and any such agreement or plan is in effect at the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more time of the following events: A. The Executive has been termination of employment, Cause shall be as defined in such other agreement or plan; or (2) if no such other definition of Cause is guilty in effect at the time of termination of employment, “Cause” shall mean a determination by Company in its sole discretion, that Participant (i) a criminal offense involving moral turpitude, has breached Participant’s terms of employment with Company; (ii) criminal or dishonest conduct pertaining has failed to the business or affairs of the comply with Company policies and procedures in a material manner; (iii) has engaged in disloyalty to Company, including, without limitation, fraud fraud, embezzlement, theft or dishonesty in the course of Participant’s employment; (iv) has disclosed trade secrets or confidential information of Company to persons not entitled to receive such information; (v) has breached any agreement between Participant and misappropriation)Company; (vi) has engaged in such other behavior detrimental to the interests of Company; (vii) has been convicted of, or pled guilty or nolo contendre to any misdemeanor involving moral turpitude or any felony; (iiiviii) has failed in any material manner to consistently discharge Participant’s employment duties to the Company, which failure continues for thirty (30) days following written notice from Company detailing the area or areas of such failure, other than such failure resulting from Participant’s Disability; (ix) has knowingly engaged in or aided any act or omission transaction by Company or a Subsidiary that results in the intended imposition of criminal, civil or likely consequence of which is material injury to administrative penalties against Company or any Subsidiary; or (x) has engaged in misconduct during the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined Participant’s employment by the Board of Directors of the Company or any Subsidiary that results in an accounting restatement by Company due to be in violation of his duties to the material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s employment by Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this AgreementSubsidiary.

Termination of Employment for Cause. Notwithstanding Upon the provisions termination of Section 2 Participant’s employment by Company for Cause, unless the Option has earlier terminated, the Option (whether vested or not) shall immediately terminate in its entirety and shall thereafter not be exercisable to any extent whatsoever; provided that the Company, in its discretion, may, by written notice to Participant given as of the date of termination, authorize Participant to exercise any vested portion of the Option for a period of up to thirty (30) days following Participant’s termination of employment for Cause, provided that in no event may Participant exercise this Option after the Option Expiration Date.. Unless another definition of Cause made specifically applicable to option awards held by Participant is provided in a written employment or severance agreement between Participant and Company or a severance plan of Company covering Participant (including a change in control severance agreement or plan), for purposes of this Agreement, "Cause" shall mean a determination by the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of Company in its sole discretion, that Participant (i) a criminal offense involving moral turpitude, has breached Participant’s terms of employment with Company; (ii) criminal or dishonest conduct pertaining has failed to the business or affairs of the comply with Company policies and procedures in a material manner; (iii) has engaged in disloyalty to Company, including, without limitation, fraud fraud, embezzlement, theft or dishonesty in the course of Participant’s employment; (iv) has disclosed trade secrets or confidential information of Company to persons not entitled to receive such information; (v) has breached any agreement between Participant and misappropriation), Company; (iiivi) any act or omission the intended or likely consequence of which is material injury has engaged in such other behavior detrimental to the interests of Company's business; (vii) has been convicted of, property or reputation, pled guilty or nolo contendre to any misdemeanor involving moral turpitude or any felony; (viii) has failed in any material manner to consistently discharge Participant’s employment duties to the Company which act or omission failure continues uncured for a period of ten thirty (1030) days after the Executive has received following written notice from the CompanyCompany detailing the area or areas of such failure, and/or other than such failure resulting from Employee’s Disability; (ivix) gross negligence has knowingly engaged in or willful aided any act or transaction by the Company or a Subsidiary that results in the imposition of criminal, civil or administrative penalties against the Company or any Subsidiary; or (x) has engaged in misconduct which continues uncured for a period of ten (10) days after during the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined Participant’s employment by the Board of Directors of Company or any Subsidiary that results in an accounting restatement by the Company due to be in violation of his duties to material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s employment by the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this AgreementSubsidiary.

Termination of Employment for Cause. Notwithstanding The Company may terminate the provisions employment of Section 2 of this Agreement, Executive if the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of Executive has engaged in any one or more of the following eventsor any of the following occurs: A. The (a) the willful or continued failure by the Executive has been substantially to perform his duties hereunder or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining regular failure to follow the business or affairs specific directives of the Chief Executive Officer, President or Chief Financial Officer, after demand for substantial performance that specifically identifies the manner in which the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after believes the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from not substantially performed his duties is delivered by the Company; B. The Executive persists, for a period of ten (10b) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors misappropriated funds or property of the Company to be or otherwise engaged in violation acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, even if not in connection with the performance of his duties hereunder, which would result in serious prejudice to the Company under this Agreement or otherwise in violation interests of the covenants, agreements Company if he were retained as an employee or obligations under secured any personal profit not thoroughly disclosed to and approved by the terms Company in connection with any transaction entered into on behalf of this Agreementor with the Company or any affiliate of the Company; C. The (c) the Executive's death; or D. The continuous and uninterrupted inability to perform (d) an accident or illness which renders the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or diseaseExecutive unable, for a period of one hundred at least six (6) consecutive months, to perform the essential functions of his job, notwithstanding the provision of reasonable accommodation by Company. For purposes of this section, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and eighty without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated For Cause under subsection (180a)without (i) days reasonable notice to the Executive setting forth the reasons for the Company's intention to terminate For Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the Chief Executive Officer, President or Chief Financial Officer, and (iii) delivery to the Executive of a notice of termination from the first day Chief Executive Officer, President or Chief Financial Officer, finding that, in the good faith opinion of such inability to perform his duties. the Chief Executive Officer, President or Chief Financial Officer, the Executive was guilty of conduct set forth above in clause (Subsections A, B, C, & D a) of this Section 9 hereinafter referred to collectively the preceding sentence and individually as "Cause")specifying the particulars thereof in detail. In the event of a termination of his employment for Causecause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been be entitled to receive his salary due or accrued on a pro rata basis to the date of termination, any annual incentive award earned for fiscal years ending before his termination date but unpaid, and reimbursement of expenses properly incurred but not yet reimbursed, and, only in the case of termination under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided subsection (c) or (d) full vesting of all unvested options in Sections 13 and 14 of this Agreementhis estate or with his legal guardian.

Termination of Employment for Cause. Notwithstanding The Company may terminate the provisions employment of Section 2 Employee if the Board of the Directors of the Company determines that Employee has: (a) materially breached any provision hereof or habitually neglected the duties which Employee was required to perform under any provision of this Agreement, the Executive's employment ; (and all of his rights and benefits under this Agreementb) shall terminate immediately and without further notice upon the happening of any one misappropriated funds or more property of the following events: A. The Executive has been Company or is guilty otherwise engaged in acts of (i) a criminal offense involving dishonesty, fraud, misrepresentation or other acts of moral turpitude, (ii) criminal or dishonest conduct pertaining even if not in connection with the performance of Employee's duties hereunder, which could reasonably be expected to result in serious prejudice to the business or affairs interests of the Company if Employee were retained as an employee; (including, without limitation, fraud c) secured any personal profit not completely disclosed to and misappropriation), (iii) approved by the Company in connection with any act transaction entered into on behalf of or omission with the intended Company or likely consequence any affiliate of which is material injury to the Company's business; (d) died, property or reputationbecome and remained incapacitated (either physically, which act mentally or omission continues uncured otherwise) for a period of ten ninety (1090) consecutive days after such that Employee is not able to substantially perform Employee's duties hereunder; or (e) failed to carry out and perform duties assigned to Employee in accordance with the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, terms hereof in a course of conduct reasonably determined by manner acceptable to the Board of Directors of the Company after a written demand for substantial performance is delivered to Employee which identifies the manner in which Employee has not substantially performed Employee's duties, and provided further that Employee shall be given a reasonable opportunity to cure such failure. For purposes of this section, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done by him not in violation good faith and without reasonable belief that his action or omission was in the best interest of his duties the Company. Notwithstanding the, foregoing, the Employee shall not be deemed to have been terminated For Cause under subsection (a) without (i) reasonable notice to the Company under this Agreement or otherwise in violation Employee setting forth the reasons for the Company's intention to Terminate For Cause, (ii) an opportunity for the Employee, together with his counsel, to be heard before the Board of Directors, and (iii) delivery to the covenants, agreements or obligations under Employee of a notice of termination from the terms Board of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf Directors of the Company, by reason finding that, in the good faith opinion of accident, mental or physical illness or impairment, or disease, for a period the Board of one hundred Directors the Employee was guilty of conduct set forth above in clause (a) of the preceding sentence and eighty (180) days from specifying the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause")particulars thereof in detail. In the event of a termination of Employee's employment for Causecause, Employee shall be entitled to retain the Company shall pay the Executive his base Options for shares which have not been previously purchased, salary through the effective date of the employment termination, termination and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including reimbursement of expenses properly incurred but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementyet reimbursed.

Termination of Employment for Cause. Notwithstanding Upon the provisions termination of Section 2 Participant’s employment by Company for Cause, unless the Options have earlier terminated, the Options (whether vested or not) shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; provided that the Company, in its discretion, may, by written notice to Participant given as of the date of termination, authorize Participant to exercise any vested portion of the Options for a period of up to thirty (30) days following Participant’s termination of employment for Cause, provided that in no event may Participant exercise the Options after the Option Expiration Date.. For purposes of this Agreement, “Cause” shall mean (1) if a definition of Cause made specifically applicable to option awards held by Participant is provided in a written employment or severance agreement between Participant and Company or a severance plan of Company covering Participant (including a change in control severance agreement or plan) and any such agreement or plan is in effect at the Executive's employment (and all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more time of the following events: A. The Executive has been termination of employment, Cause shall be as defined in such other agreement or plan; or (2) if no such other definition of Cause is guilty in effect at the time of termination of employment, “Cause” shall mean a determination by the Company in its sole discretion, that Participant (i) a criminal offense involving moral turpitude, has breached Participant’s terms of employment with Company; (ii) criminal or dishonest conduct pertaining has failed to the business or affairs of the comply with Company policies and procedures in a material manner; (iii) has engaged in disloyalty to Company, including, without limitation, fraud fraud, embezzlement, theft or dishonesty in the course of Participant’s employment; (iv) has disclosed trade secrets or confidential information of Company to persons not entitled to receive such information; (v) has breached any agreement between Participant and misappropriation), Company; (iiivi) any act or omission the intended or likely consequence of which is material injury has engaged in such other behavior detrimental to the interests of Company's business; (vii) has been convicted of, property or reputation, pled guilty or nolo contendre to any misdemeanor involving moral turpitude or any felony; (viii) has failed in any material manner to consistently discharge Participant’s employment duties to the Company which act or omission failure continues uncured for a period of ten thirty (1030) days after the Executive has received following written notice from the CompanyCompany detailing the area or areas of such failure, and/or other than such failure resulting from Employee’s Disability; (ivix) gross negligence has knowingly engaged in or willful aided any act or transaction by the Company or a Subsidiary that results in the imposition of criminal, civil or administrative penalties against the Company or any Subsidiary; or (x) has engaged in misconduct which continues uncured for a period of ten (10) days after during the Executive has received written notice from the Company; B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined Participant’s employment by the Board of Directors of Company or any Subsidiary that results in an accounting restatement by the Company due to be in violation of his duties to material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s employment by the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this AgreementSubsidiary.

Termination of Employment for Cause. Notwithstanding paragraph (3) hereof and subject to Section 2.7 of the provisions Plan, if Optionee’s employment is terminated “for cause,” upon written Notice of Section 2 of this AgreementTermination for cause given by the Company to Optionee, the Executive's employment (and all of his rights and benefits under this Agreement) Option granted hereunder shall terminate immediately and without further notice upon Optionee shall no longer have the happening right and option to purchase from the Company any vested or unvested portion of the Option. As used herein, “for cause” shall mean any one or more of the following events: A. The Executive has been or is guilty of : (i) willful misconduct or intentional and continual neglect of duties which in the business judgment of the Board of Directors (excluding Optionee) has materially adversely affected the Company; provided, however, that Optionee shall have first received written notice from such Board of Directors advising Optionee of the acts or omissions that constitute the misconduct or neglect of duties, and such misconduct or neglect of duties continues after Optionee shall have had a criminal offense involving moral turpitude, reasonable opportunity to correct the same; (ii) criminal the commission by the Optionee of an act of fraud or dishonest conduct pertaining embezzlement; (iii) the commission by the Optionee of any other action with the intent to injure the Company; (iv) theft or conviction of a felony or any crime involving dishonesty or moral turpitude; (v) the Optionee having misappropriated the property of the Company; (vi) the Optionee having willfully violated any law or regulation relating to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended or likely consequence of which is results in material injury to the Company; or (vii) willful and continual failure or refusal to substantially perform employment duties (other than any such failure resulting from Optionee's businessincapacity due to physical or mental illness); provided, property or reputationhowever, which act or omission continues uncured for a period of ten (10) days after the Executive has that Optionee shall have first received written notice from the CompanyBoard of Directors advising Optionee of the acts or omissions that constitute the failure or refusal to substantially perform duties, and/or (iv) gross negligence and such failure or willful misconduct which refusal continues uncured for after Optionee shall have had a period reasonable opportunity to correct the same. For purposes of ten (10) days after this paragraph, no act, or failure to act, on Optionee’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the Executive has received written notice from best interest of the Company; B. The Executive persists. Notwithstanding the foregoing, Optionee shall not be deemed to have been terminated for a period of ten cause without (10i) days after written reasonable notice from to Optionee setting forth the reasons for the Company's intention to terminate for cause and (ii) an opportunity for Optionee, in a course of conduct reasonably determined by together with his counsel, to be heard before the Board of Directors Termination for cause shall require the vote of a majority of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement; C. The Executive's death; or D. The continuous and uninterrupted inability to perform the Executive's duties on behalf members of the Company's Board of Directors, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred and eighty (180) days from the first day of such inability to perform his duties. (Subsections A, B, C, & D of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Section 4 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreementexcluding Optionee.