Common use of Termination of Employment Clause in Contracts

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. Termination at any time 18.1 This Agreement is terminated immediately on the death or Total or Permanent Disability of the Employee's . For the purpose of this Agreement “Total or Permanent Disability” includes the Employee being absent from his employment under by reason of sickness, ill health or other incapacity or disability for a period of more than 3 months in excess of accrued sick leave in any period of 12 consecutive months. 18.2 At any time, this Agreement may be terminatedterminated forthwith by the Company in the event that the Employee: (1) is guilty of any criminal or indictable offence or of any dishonesty, whether in relation to the affairs of the Company or any of the members of the Novogen Group or not; or (2) is guilty of any serious breach of faith, or serious neglect or default or wilful disregard of directions or serious professional misconduct or gross misconduct; or (3) is in serious and fundamental breach of this Agreement and persists in such breach after being previously directed in writing by the Company to remedy such breach and fails to do so within 14 days of the giving of such direction, which direction shall specifically draw the attention of the Employee to this clause 18.2 (3); or (4) if and for so long as he is a member of any board of directors of any body corporate has his office vacated under the Corporations Act; or (5) a person whose person or estate is being dealt with under the law relating to mental health; or (6) ceases to be registered or has his registration suspended for any reason whatsoever under the provision of any legislation for the time being in force dealing with the registration of persons providing services of the nature of those provided by the Employee to the Company and which registration is required for the provision by the Employee of those services. 18.3 Except as provided in clauses 18.1 and 18.2, the Company may only terminate the employment during the Initial Term by the Company making a payment equivalent to the Employee’s Remuneration for the unexpired portion of the Initial Term. 18.4 After expiry of the Initial Term, the Company may terminate the employment in accordance with clause 3.2. 18.5 After expiry of the Initial Term, the Employee may terminate the employment by resignation in accordance with clause 3.2. If the Employee resigns pursuant to clause 3.2, the Company may choose: (a) by to retain the services of the Employee during the notice period; or (b) not to retain the services of the Employee for some or all of the notice period, and make a payment in lieu of notice for the part of the notice period for which the Employee is not retained. 18.6 A payment in lieu of notice made under clause 18.4 or 18.5, will be calculated on the basis of the Employee’s Remuneration, and constitutes satisfaction of the Company’s obligations to employ the Employee during the notice period. 18.7 For all or part of the Employee’s notice period under clauses 18.4 or 18.5, the Company upon may direct the Employee's death : (which shall be referred a) not to as a "Death Termination") or Employee's physical or mental disability attend for any consecutive six-month period (measured from work at the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")Company’s premises; (b) by the Company to attend for Cause, which means (i) fraud or misappropriation with respect work at a different location to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination")Employee’s usual work location; (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination");perform no work; or (d) to perform designated duties which are within the Employee’s skill and competence, whether or not these duties form part of the Employee’s usual role; and all the Employee’s obligations under this Agreement will continue to apply during the notice period. 18.8 Subject to clause 18.9, on termination by the Company under clauses 18.3 or 18.4, in addition to any amount payable under those clauses by way of Remuneration or pay in lieu of notice, the Company will pay to the Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred termination payment equal to as a "Voluntary Termination"); or18 months’ Remuneration. 18.9 The total amount payable under clauses 18.3, 18.4 and 18.8 will be: (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (iia) a material breach minimum of this Agreement by the Company, 18 months’ Remuneration (iiib) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice maximum of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company3 years’ Remuneration.

Termination of Employment. 4.1 During the Term, the Company may terminate Employee's employment herein at any time for Cause or as a result of a material breach by Employee of his obligations under this Agreement may Agreement, provided however that, except in the case of conviction of a felony, the Company shall provide Employee with not less than sixty (60) days prior written notice describing the behavior or conduct which is alleged by the Company to constitute Cause, and Employee shall be terminatedprovided with reasonable opportunity to correct such behavior or conduct within the notice period. For purposes of this Agreement, Cause shall be defined as any or all of the following: (a1) Conduct or action by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date which, in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions opinion of a majority of the Board of Directors Directors, is materially harmful to the Company; (2) Willful failure by Employee to follow an order of the Board, except in such case where the Employee believes in good faith that following such order would be materially detrimental to the interests of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c3) Employee's conviction of a felony. 4.2 In the event that Employee's employment is terminated by the Company at any time for any reason other than a For Cause Terminationthose set forth in Paragraph 4.1 hereinabove, Death Termination or Inability Termination or, (which shall be referred to as a "No Cause Termination"); (da) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's annual base salary, salary is reduced below the amount stated in Paragraph 3.1 hereinabove (unless such reduction is being made in conjunction with part of an across-the-across the board reduction affecting all Company executives with a comparable level of responsibility, title or stature), or (b) Employee is removed from or denied participation in incentive plans, benefit plans, or perquisites generally provided by the Company to other executives with a comparable level of responsibility, title or stature, or (c) Employee's target incentive opportunity, benefits or perquisites are reduced relative to other executives with comparable responsibility, title or stature, or (d) Employee is assigned duties or obligations inconsistent with his position with the Company or (e) There is a significant change in the salaries nature and scope of all senior executives Employee's authority or his overall working environment, such event shall be considered a Termination Without Cause. 4.3 In the event of Employee's Termination Without Cause at any time during the Term of this Agreement, then: (1) The Company shall pay Employee a lump-sum severance amount within thirty (30) days following Termination Without Cause equal to two (2) times the sum of (a) the higher of the Employee's annual base salary at the time of Termination Without Cause or the annual base salary stated in Paragraph 3.1 hereinabove, and (b) the average annual Bonus earned by Employee (whether paid in cash or deferred) for the two completed fiscal years immediately prior to Termination Without Cause, reduced by the amount of any Unocal Employee Redeployment Program and/or Unocal Termination Allowance benefits payable to Employee. (2) The Company shall provide for Employee to receive medical, dental, life, and disability insurance coverage for two (2) years following Termination Without Cause at levels and a net cost to Employee comparable to that provided to Employee immediately prior to Employee's Termination Without Cause. (3) The Company shall pay Employee an additional lump-sum severance amount within thirty (30) days following Employee's Termination Without Cause equal to two (2) times the base salary used to determine the lump-sum severance benefit in response paragraph 4.3(1) hereinabove, multiplied by 6% (. 4.4 In the event that during the Term of this Agreement Employee should voluntarily resign from the Company, should terminate employment with the Company due to adverse economic conditionsdeath, (ii) permanent disability or incapacitation, or is terminated by the Company for Cause or for a material breach by Employee of his obligations under this Agreement, then Employee shall not be entitled to any of the termination benefits provided for in Paragraph 4.3 hereinabove, and the Term of the Agreement shall immediately end. 4.5 Employee shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any provisions of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyAgreement.

Termination of Employment. Employee's The employment under this Agreement may be terminated: (a) of the Employee by the Company shall terminate upon Employee's death the occurrence of any of the following: 3.1 By the Company without Cause (which shall be referred to as a "Death Termination"defined below), on sixty (60) or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability days prior written notice to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")Employee; (b) by 3.2 At the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 3.2, “Cause” shall mean (a) a good faith finding by the Company that (i) the Employee has failed to perform his or her reasonably assigned duties and has failed to remedy such failure within 10 days following written notice from the Company to the Employee notifying him or her of such failure, or (ii) willful failure the Employee has engaged in dishonesty, gross negligence or misconduct; (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to any crime involving any felony; (c) the Employee has breached fiduciary duties owed to KEYW or has materially breached the terms of this Agreement or any other agreement between the Employee and KEYW; or (d) the failure of the Employee to maintain his or her security clearance if such clearance is necessary to perform his the duties and responsibilities and to carry out his authorityassigned hereunder; 3.3 At the election of the Employee, on sixty (iii60) willful malfeasance or misfeasance or breach of fiduciary duty or representation days prior written notice to the Company or its stockholders, (iv) willful failure immediately upon written notice to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response the event the Company fails to adverse economic conditions, (ii) a remedy any material breach of this Agreement within ten (10) days following written notice from the Employee to the Company notifying it of such breach; 3.4 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the inability of the Employee, due to a physical or mental disability, for a period of 90 days, whether or not consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee and the Company, (iii) provided that if the Employee and the Company do not agree on a material reduction in Employee's total compensation physician, the Employee and benefits package or (iv) the Company's giving notice Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; or 3.5 Upon the mutual written agreement of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to and the Company of to terminate Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company’s employment.

Termination of Employment. (a) The Employee's employment under this Agreement may be terminated: (a) by with the Company pursuant to this Employment Agreement shall cease and terminate upon Employee's the earliest to occur of the following dates (the "Employment Termination Date"): (i) the third anniversary of the Effective Date, (ii) the date of death (which of the Employee or, in the event the Employee shall be referred to as a "Death Termination") or Employee's unable by reason of physical or mental disability for any consecutive six-month period (measured from to continue the first date on which Employee is absent from work due to proper performance of his duties hereunder and such disability shall have continued for a period of at least three (3) months (such circumstances are referred to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business dayherein as "Disability"), the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business date of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authorityDisability, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholdersdate that the Employee terminates his employment hereunder for any reason, (iv) willful in the event that the Employee shall commit a criminal act, fail or refuse to perform any obligation hereunder and such failure or refusal shall continue during the ten (10) day period following the receipt by the Employee of written notice from the Company or ADP of such failure or refusal, commit any act of negligence in the performance of his duties hereunder and fail to act in accordance with any specific lawful instructions take appropriate corrective action during the ten (10) day period following the receipt by the Employee of a majority written notice from the Company or ADP of the Board of Directors of the Companysuch negligence, or commit any act of willful misconduct (such circumstances set forth in this subsection (iv) are referred to herein as "Cause"), and the Company or ADP shall elect to terminate the Employee's employment hereunder for Cause, the date on which the Company or ADP shall give written notice to the Employee of such election, and (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the date the Company at any time or ADP terminates the Employee's employment hereunder for any reason other than a For Cause Terminationas provided in Sections 5(a)(i)-(iv) hereof. (b) If the Employee's employment is terminated during the Employment Period as provided in Section 5(a)(ii) hereof, Death Termination the Employee (or Inability Termination (which his beneficiary or estate in the event of death of the Employee) shall be referred entitled to receive, within thirty (30) days of such termination, in addition to any other benefits to which the Employee is entitled pursuant to the terms of the employee benefit plans of ADP applicable to the Employee, (i) Base Salary accrued to the Employment Termination Date and (ii) all disability or death benefits payable in accordance with the employee benefit plans of ADP in which the Employee is then participating. (c) If the Employee terminates his employment hereunder during the Employment Period as a "No Cause Termination");provided in Section 5(a)(iii) hereof, the Employee shall be entitled to receive, within thirty (30) days of such termination, in addition to any other benefits to which the Employee is entitled pursuant to the terms of any employee benefit plans of ADP applicable to the Employee, Base Salary accrued to the Employment Termination Date. (d) by If the Company terminates the Employee's employment hereunder during the Employment Period as provided in Section 5(a)(iv) hereof, the Employee at shall only be entitled to receive, within thirty (30) days of such termination, in addition to any time for other benefits to which the Employee is entitled pursuant to the terms of any reason other than a "Constructive Termination" (as defined below) (which shall be referred employee benefit plans of ADP applicable to as a "Voluntary Termination"); orthe Employee, Base Salary accrued to the Employment Termination Date. (e) by If the Company terminates the Employee's employment hereunder during the Employment Period as provided in Section 5(a)(v) hereof, the Employee within 30 days after shall be entitled to receive, in addition to any other benefits which the occurrence Employee is entitled pursuant to the terms of one or more employee benefit plans of ADP applicable to the Employee, Base Salary and Annual Cash Bonus payable when such amounts would otherwise have been paid to Employee until the third anniversary of the following: (iEffective Date. Any payments made to the Employee pursuant to this Section 5(e) any reduction in are expressly conditioned upon the Employee's base salary, unless such reduction is being made execution of a general release in conjunction with an across-the-board reduction in the salaries favor of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, ADP and their respective affiliates. (iiif) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice Notwithstanding anything to the contrary set forth herein, the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall not be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure obligated to act on Employee's part shall pay any amounts under this Employment Agreement that would be considered "willful" unless knowingly done or failed deemed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was an "excess parachute payment" as defined in the best interest of the Company.Internal Revenue Code Section 280G.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) If the Optionee’s termination of employment or service is due to death, this Option shall automatically vest and become immediately exercisable in full and shall be exercisable by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar monthOptionee’s designated beneficiary, or, if there is no such date or such date is not a business daynone, the next succeeding business dayperson(s) to whom the Optionee’s rights under this Option are transferred by will or the laws of descent and distribution for one year following such termination of employment or service (which but in no event beyond the term of the Option), and shall be referred to as an "Inability Termination");thereafter terminate. (b) by If the Company for Cause, which means (i) fraud Optionee’s termination of employment or misappropriation with respect service is due to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" Disability (as defined below) (which herein), the Optionee shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salarytreated, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to only, as if his/her employment or service continued with the Company for the lesser of Employee's determination of the occurrence of an event (i) five years or circumstance described in clause (ii) or the remaining term of this Option and this Option will continue to vest and remain exercisable during such period (iii) the “Disability Vesting Period”). Upon expiration of the Disability Vesting Period, this Option shall automatically terminate; provided, that, if the Optionee should die during such period, this Option shall automatically vest and such event or circumstance become immediately exercisable in full and shall be continuing as exercisable by the Optionee’s designated beneficiary, or, if none, the person(s) to whom the Optionee’s rights under this Option are transferred by will or the laws of descent and distribution for one year following such death (but in no event beyond the term of the end of 45 days after the giving of such noticeOption), and shall thereafter terminate. For purposes of Paragraph 6(c)this section, no act “Disability” shall mean (i) if the Optionee’s employment with the Company is subject to the terms of an employment or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith other service agreement between such Optionee and without the reasonable belief that Employee's action or omission was in the best interest of the Company, which agreement includes a definition of “Disability”, the term “Disability” shall have the meaning set forth in such agreement during the period that such agreement remains in effect; and (ii) in all other cases, the term “Disability” shall mean a physical or mental infirmity which impairs the Optionee’s ability to perform substantially his or her duties for a period of one hundred eighty (180) consecutive days.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by Except as otherwise set forth in this Section 2, upon any termination of Executive’s employment with the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability and/or its subsidiary for any consecutive six-month period (measured from reason prior to the first date on which Employee a portion of the Retention Payment amount is absent from work due earned pursuant to Section 1 above, Executive shall be ineligible to receive any Retention Payment amount not earned as of the date of such disability termination and Executive shall have no further rights with respect to this Agreement. For the avoidance of doubt, to the same date in extent that Executive provides prior notice of termination (including resignation) to the sixth succeeding calendar monthCompany, orfor purposes hereof, if there is no such date or such date is not a business day, termination of Executive’s employment with the next succeeding business day) (which Company and/or its subsidiary shall be referred deemed to as an "Inability Termination");occur prior to the expiration of such notice period. (b) If, prior to the First Trigger Date, Executive’s employment with the Company and/or its subsidiary is terminated by the Company for without Cause (as defined below), Executive shall be entitled to receive the portion of the Retention Payment amount that would otherwise have been earned on the First Trigger Date, as if no such termination had occurred. If, following the First Trigger Date, but prior to the Second Trigger Date or Third Trigger Date, as applicable, Executive’s employment is terminated by the Company (or its successor) without Cause, which means any portion of the Retention Payment not paid to Executive as of the date of such termination shall be paid to Executive on the next regular payroll date immediately following the date of such termination. (c) For purposes of this Agreement, “Cause” shall mean (i) willful fraud or misappropriation willful material dishonesty in connection with respect to the business of the Company or intentional material damage to the property or business of Executive’s employment by the Company, (ii) willful intentional failure by Employee Executive to substantially perform his Executive’s duties and responsibilities and to carry out his authorityhereunder or gross neglect in the performance of such duties, (iii) willful malfeasance gross misconduct by Executive that is materially detrimental to the Company’s reputation, goodwill, or misfeasance or business operations; (iv) Executive’s breach of fiduciary duty or representation to any of the restrictive covenants as provided in any agreement between the Executive and the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Companysubsidiaries, or (v) the conviction of, or plea of Employee nolo contendere to, a charge of commission of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyfelony.

Termination of Employment. Employee's Notwithstanding any other provision of this Agreement, Executive’s employment under this Agreement with the Company may be terminatedterminated upon written notice to the other party as follows: (a) by By the Company upon Employee's Company, in the event of the Executive’s death or Disability (which shall be referred to as a "Death Termination"hereinafter defined) or Employee's physical or mental disability for any consecutive six-month period Cause (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar monthas hereinafter defined). For purposes of this Agreement, or, if there is no such date or such date is not a business day, the next succeeding business day) (which “Cause” shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means mean either: (i) the indictment of, or the bringing of formal charges against Executive on charges involving criminal fraud or misappropriation embezzlement; (ii) the conviction of Executive of a crime involving an act or acts of dishonesty, fraud or moral turpitude by the Executive, which act or acts constitute a felony; (iii) Executive negligently or knowingly having caused the Company to violate the Company’s Bylaws; (iv) Executive having committed acts or omissions constituting gross negligence or willful misconduct with respect to the business of Company, including with respect to any valid contract to which the Company is a party; (v) Executive having committed acts or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or omissions constituting a breach of Executive’s duty of loyalty or fiduciary duty or representation to the Company or its stockholders, (iv) willful failure any material act of dishonesty or fraud with respect to act in accordance with any specific lawful instructions of a majority the Company which are not cured or substantially cured to the satisfaction of the Board of Directors of the CompanyCompany in a reasonable time, or (v) conviction of Employee of a felony (which time shall be referred to as a "For Cause Termination"); (c) by at least 30 days from receipt of written notice from the Company at any time for any reason other than a For Cause Termination, Death Termination of such material breach; (vi) Executive having committed acts or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) omissions constituting a material breach of this Agreement which are not cured or substantially cured to the satisfaction of the Board of Directors of the Company in a reasonable time, which time shall be at least 30 days from receipt of written notice from the Company setting forth with specificity the particulars of any such material breach as well as the corrective actions required. A determination that Cause exists as defined in clauses (iv), (v), or (vi) (as to this Agreement) of the preceding sentence shall be made by at least a majority of the members of the Board of Directors. For purposes of this Agreement, “Disability” shall mean the inability of Executive, in the reasonable judgment of a physician jointly appointed by the CompanyExecutive and Board of Directors, (iii) a material reduction to perform, even with reasonable accommodation, his duties of employment for the Company or any of its subsidiaries because of any physical or mental disability or incapacity, where such disability shall exist for an aggregate period of more than 120 days in Employee's total compensation any 365-day period or for any period of 90 consecutive days. The Company shall by written notice to the Executive specify the event relied upon for termination pursuant to this Section 4(a), and benefits package or (iv) the Company's giving notice Executive’s employment hereunder shall be deemed terminated as of the non-renewal date of such notice. In the event of any termination under this Subsection 4(a), the Company shall pay all amounts then due to the Executive under Section 2 (a) of this Agreement at the end for any portion of the term then in effect pursuant payroll period worked but for which payment had not yet been made up to Paragraph 1 hereof (which the date of termination, and, if such termination was for Cause, the Company shall be referred have no further obligations to as a "Constructive Termination")Executive under this Agreement, and any and all options granted hereunder shall terminate according to their terms; provided, however, no that in the event or circumstance described in of a termination for Cause pursuant to clause (iivi) or above, the Company shall continue to pay to Executive the Base Salary (iii) shall give rise to at a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice monthly rate equal to the rate in effect immediately prior to such termination) for nine (9) months from the date of termination, when, as and if such payments would have been made in the absence of Executive’s termination and any and all options granted hereunder shall terminate according to their terms. In the event of a termination due to Executive’s Disability or death, the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iiishall comply with its obligations under Sections 2(f) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c2(g), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. (a) Employee's ’s employment under this Agreement may be terminatedhereunder: (ai) will automatically terminate upon the death, Disability, voluntary resignation, or retirement of Employee; and for purposes hereof, “Disability,” means a physical or mental disability or other incapacity which renders the Employee unable, with reasonable accommodation, to perform his/her duties for 180 consecutive days or for an aggregate of more than six (6) months in any twelve (12) month period; (ii) may be terminated at any time: (A) By the Employee after a material breach by the Company of any material provision of this Agreement which, if correctable by the Company, remains uncorrected for thirty (30) days following written notice of such breach to the Company from the Employee; or (B) By the Employee upon a Change of Control (as defined below); (C) By the Company, upon ten (10) days notice without cause. (iii) may be terminated by the Company upon ten (10) days’ written notice, for “cause”, which will mean by reason of any of the following: (A) Employee's death ’s conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to the Company (which shall be referred to as a "Death Termination"whether or not for personal gain) or involving acts of theft, fraud or embezzlement; (B) willful and intentional misuse or diversion of any of the Company’s funds; (C) embezzlement; (D) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to the Company; or (E) after a material breach by the Employee of any material provision of this Agreement which, if correctable by the Employee's physical or mental disability , remains uncorrected for any consecutive six-month period thirty (measured 30) days following written notice of such breach to the Employee from the first date on which Company. (F) Termination of the Employee is absent under 5(a)(iii) constitutes a separation from work due to such disability to service for purposes of the same date in Treasury Regulations promulgated under the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination");Internal Revenue Code. (b) Upon termination of Employee’s employment by the Employee pursuant to Section 5(a)(ii) above, the Employee will be entitled to receive, and Company will pay, a lump sum severance compensation in an amount equal to one year’s annual base salary of the Employee, plus benefits for Causeone year that Employee may be entitled to receive pursuant to Subsection 4(b) above. Upon termination pursuant to Section 5(a)(i), which or by Company pursuant to Section 5(a)(iii), above, the Company will pay all amounts of salary and benefits due through the date of termination. (c) Change of Control, for the purposes of this Agreement means (i) fraud upon (A) the sale, lease or misappropriation with respect to other disposition of all or substantially all of the business assets of the Company or intentional material damage to (B) an acquisition of the property Company by another corporation or business entity by consolidation, merger or other reorganization in which the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (ii50%) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors voting power of the Companycorporation or other entity surviving such transaction, or (v) conviction provided that a “Change of Employee of a felony (which Control” shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise not apply to a "Constructive Termination" merger effected exclusively for purposes the purpose of this Agreement unless Employee shall have given notice to changing the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest domicile of the Company.

Termination of Employment. Employee's ’s employment under this Agreement may be terminated: with Employer shall terminate upon the earliest of: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); ’s death; (b) unless waived by the Company for CauseEmployer, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony Employee’s “Disability” (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Agreement, shall mean either a physical or mental condition (as determined by a qualified physician mutually agreeable to Employer and Employee) which renders Employee shall have given notice unable, for a period of at least six (6) months, effectively to perform the Company obligations, duties and responsibilities of Employee's determination ’s employment with Employer); (c) the termination of Employee’s employment by Employer for Cause (as hereinafter defined); (d) the occurrence termination of an event or circumstance described in clause Employee’s employment by Employer without Cause and (e) the termination of Employee’s employment by Employee for any reason. As used herein, termination shall be for “Cause” if Employee (i) willfully breaches significant and material duties he/she is required to perform; (ii) commits misconduct damaging to the Employer or its affiliates or subsidiaries, its reputation, products, services, or customers; (iii) commits a material act of fraud, embezzlement, theft, dishonesty, misrepresentation or other act of moral turpitude; (iv) violates any law or regulation; (v) commits unauthorized disclosure of any trade secret or confidential information of the Employer or its affiliates or subsidiaries or breaches the Non-Competition and such event or circumstance shall be continuing Non-Solicitation Agreement between Employer and Employee dated as of the end date hereof, as may be amended from time to time (the “Non-Competition Agreement”), the Confidentiality and Intellectual Property Agreement between Employer and Employee dated as of 45 days after the giving date hereof, as may be amended from time to time (the “Confidentiality Agreement”) or the Change in Control Agreement; (vi) fails to perform under this Agreement or fails to perform other duties owed to the Employer or its affiliates or subsidiaries; (vii) is convicted of a felony or another crime which is materially injurious to the reputation of the Employer or its affiliates or subsidiaries; (viii) is charged with a felony or a misdemeanor involving moral turpitude; (ix) exhibits gross negligence in the course of his/her employment; (x) is ordered removed by a regulatory or other governmental agency pursuant to applicable law; or (xi) willfully fails to obey a material lawful direction from the Board. Upon termination of Employee’s employment with Employer for any reason, Employee will promptly return to Employer all materials in any form acquired by Employee as a result of such notice. For purposes employment with Employer, and all property of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyEmployer.

Termination of Employment. (a) Employee's ’s employment under this Agreement may be terminatedhereunder: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to shall automatically terminate upon the business occurrence of any of the Company following: (A) the mental or intentional material damage to the property physical incapacity or business inability of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and for a consecutive period of one hundred twenty (120) days or a non-consecutive period of one hundred eighty (180) days during any twelve month period; (B) the death of the Employee; or (C) the voluntary resignation or retirement of Employee; and (ii) may be terminated by the Company, at any time, for “cause”, which shall mean by reason of any of the following: (A) Employee’s conviction of, or plea of nolo contendere to, any felony or to carry out his authorityany crime or offense causing substantial harm to any of the Related Parties (whether or not for personal gain) or involving acts of theft, fraud, embezzlement, moral turpitude or similar conduct; (B) malfeasance in the conduct of Employee’s duties, including, but not limited to, (iii1) willful malfeasance and intentional misuse or misfeasance or breach diversion of fiduciary duty or representation to any of the Company or its stockholdersRelated Parties’ funds, (iv2) embezzlement, or (3) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to any of the Related Parties, (C) material failure to act in accordance perform the duties of Employee’s employment or material failure to follow or comply with any specific the reasonable and lawful instructions of a majority written directives of the Board of Directors of the Company, provided, however, that Employee shall have been informed, in writing, of such material failure and given a period of not more than 60 days to remedy same; or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (iiD) a material breach by Employee of the provisions of this Agreement by the Company(including, without limitation, any breach of Section 3(b) of this Agreement). (iiib) a material reduction in Upon any termination of Employee's total compensation and benefits package or (iv) the Company's giving notice ’s employment pursuant to this Section 5, all obligations of the non-renewal of Company under this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyterminate.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) The Employment Period shall end upon the first to occur of: (i) the expiration of the term of this Agreement pursuant to Section 1 hereof, (ii) termination of the Executive’s employment by the Company upon Employee's on account of the Executive’s having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six consecutive months (“Termination for Disability”), (iii) termination of the Executive’s employment by the Company for Cause (“Termination for Cause”), (iv) termination of the executive’s employment by the Company other than a Termination for Disability or a Termination for Cause (“Termination Without Cause”), (v) the Executive’s death or (which shall be referred to as a "Death Termination"vi) or Employee's physical or mental disability termination of the Executive’s employment by the Executive for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability reason following written notice to the same Company at least 90 days prior to the date of such termination (“Termination by the Executive”). All references in this Agreement to the sixth succeeding calendar monthExecutive’s termination of employment and to the end of the Employment Period shall mean a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, or, if there is no such date or such date is not a business day, as amended (the next succeeding business day) (which shall be referred to as an "Inability Termination"“Code”);. (b) by the Company for For purposes of this Agreement, “Cause, which means ” shall mean (i) fraud or misappropriation the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the business of the Company or intentional material damage to the property any of its subsidiaries or business of the Companyaffiliates, (iiiv) gross negligence or willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation misconduct with respect to the Company or any of its stockholderssubsidiaries or affiliates, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction breach of Employee any provision of a felony Section 5 or Section 6 hereof or (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (ivi) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material other breach of this Agreement which is material and which is not cured within 30 days following written notice thereof to the Executive by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by The term of this Agreement shall terminate upon the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from of the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination");Executive. (b) The Company may terminate the Executive's employment during the term of this Agreement for Cause as provided in Section 7(b)(i) or in the event of Disability as provided in Section 7(b)(ii). (i) This Agreement shall be considered terminated for "Cause" only: (A) if the Executive willfully and repeatedly fails to substantially perform the Executive's duties hereunder, other than by reason of a Disability; (B) if the Executive is grossly negligent or engages in gross misconduct in the performance of the Executive's duties hereunder; (C) if the Executive knowingly engages in an act of dishonesty, an act of fraud or embezzlement, or any conduct resulting in a felony conviction; or (D) if the Executive violates the provisions of the Non-Competition Agreement of even date hereof between the Executive and the Company in substantially the form of Exhibit A hereof (the "Non-Competition Agreement") and, in the case of each of clauses (A), (B) (C) and (D) above, the applicable conditions set forth in Section 7(e) are satisfied. Anything in this Section 7(b) to the contrary notwithstanding, the Executive's employment shall in no event be considered terminated by the Company for CauseCause if termination takes place (I) as the result of bad judgment or negligence on the part of the Executive other than gross negligence or willful or reckless misconduct, (II) for any act or omission in respect of which means (i) fraud a determination could properly be made that the Executive met the applicable standard of conduct prescribed for indemnification or misappropriation with respect to reimbursement or payment of expenses of an officer or director under the business Bylaws or Certificate of Incorporation of the Company or intentional material damage to the property Subsidiary or business the laws of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance State of Delaware or misfeasance the directors' or breach officers' liability insurance of fiduciary duty or representation to the Company or its stockholdersthe Subsidiary in each case as in effect at the time of such act or omission, (ivIII) willful failure as the result of an act or omission which occurred more than three calendar months prior to the Executive's having been given Notice of Termination for such act or omission unless the commission of such act or such omission was not or could not reasonably have been, at the time of such commission or omission, known to a member of the Boards of Directors (other than the Executive) , in accordance with any specific lawful instructions which case more than three calendar months from the date the commission of such act or such omission was or could reasonably have been so known, (IV) as the result of a majority continuing course of action which commenced and was or could reasonably have been known to a member of the Board Boards of Directors (other than the Executive) more than three calendar months prior to Notice of Termination having been given to the CompanyExecutive for such course of action, or (vV) conviction because of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) an act or omission believed by the Company at any time for any reason other than a For Cause TerminationExecutive in good faith to have been in, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after not opposed to, the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest interests of the Company.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or in the event of Employee's absence from work for one-hundred and twenty (120) or more work days out of any three hundred and sixty (360) day period on account of Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation misrepresentation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, the President and Chief Executive Officer, or such other officers to whom Employee is assigned to report, (v) any grossly negligent act or omission by Employee relating to the performance of his duties hereunder which the Board, in its sole discretion, determines damages the Company's reputation or future business prospects, (vi) any intentional breach of Company written employment policies, or (vvii) conviction of Employee of a felony (all of which shall be referred to as a "For Cause Termination"); provided, however, that Employee may, in the fourteen (14) day period following the date of any written notice of termination as a result of the occurrence of any of the events described in clauses (i) through (vi) above, provide written evidence to the Committee that such determination was based on a mistake of fact or that the circumstance giving rise to Cause has been cured in such fourteen (14) day period. If the Committee finds that the determination of Cause was based on a mistake of fact, or that the Employee has given evidence satisfactory to the Committee in its sole discretion that Cause has been cured within the fourteen (14) day period, then the notice of termination may be revoked by the Committee. If the Board or the Committee takes no action within such fourteen (14) day period, the Termination Date shall be the date set forth in the notice delivered to the Employee. The Committee may require Employee to absent himself from the premises of the Company during any such fourteen (14) day period. Failure of the Company to give notice of Cause at the first instance of an event giving rise to Cause shall not preclude the Company from finding Cause in subsequent instances; (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 thirty (30) days after the occurrence of one or more of the following: (i) any material reduction in Employee's base salary, bonus opportunity, or health benefits, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior similarly situated executives of the Company in response to adverse economic conditions, or (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation duties and benefits package responsibilities or (iv) the Company's giving notice of the non-renewal other breach of this Agreement at by the end of the term then in effect pursuant to Paragraph 1 hereof Company (which shall be referred to as a "Constructive Termination"); provided, however, that no event or circumstance described in clause (iii) or (iiiii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (iii) or (iiiii) and such event or circumstance shall be continuing as of the end of 45 forty-five (45) days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. Employee(a) The Executive's employment under this Agreement may be terminated: (ai) by either the Company upon Employee's death (which shall be referred to as a "Death Termination") Executive or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company REIT at any time for any reason other than a For without Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) upon not less than sixty (which shall be referred to as a "Voluntary Termination"); or60) days written notice; (eii) by Employee within 30 the REIT at any time for Cause, without prior notice; (iii) by the REIT upon the Executive's “permanent disability” (as defined below) upon not less than thirty (30) days after written notice; (iv) upon the occurrence of one or more of Executive's death; and (v) by the followingExecutive at any time for Good Reason (as defined below). (b) For purposes hereof, for “Cause” shall mean: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of any provision of this Agreement by Executive (if the breach is curable, it will constitute Cause only if it continues uncured for a period of twenty (20) days after Executive’s receipt of written notice of such breach from the Company); (ii) Executive’s failure or refusal, in any material manner, to perform all lawful services required of him pursuant to this Agreement, which failure or refusal continues for more than twenty (20) days after Executive’s receipt of written notice of such deficiency; (iii) Executive’s commission of fraud, embezzlement or theft, or a material reduction crime constituting moral turpitude, in Employee's total compensation and benefits package any case, whether or not involving Company, that in the reasonable good faith judgment of the REIT, renders Executive’s continued employment harmful to the Company; (iv) Executive’s misappropriation of Company assets or property, including, without limitation, obtaining reimbursement through fraudulent vouchers or expense reports; or (v) Executive’s conviction or the Company's giving notice entry of a plea of guilty or no contest by Executive with respect to any felony or other crime that, in the reasonable good faith judgment of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); providedREIT, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to adversely affects the Company of Employee's determination of the occurrence of an event or circumstance described its reputation or business. The Company shall determine in clause (ii) its sole discretion whether Executive is terminated for Cause or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyhas resigned with Good Reason.

Termination of Employment. Employee's a. The Executive’s employment under this Agreement may be terminatedterminated by the Corporation for Cause, as hereinafter defined. In the event this Agreement is terminated by the Corporation other than for Cause the Executive shall be entitled to receive: (i) Severance compensation in accordance with Section 4 (a) of this Agreement for the remaining Term of this Agreement, or for a period equal to six months, whichever is greater; and (ii) Any other benefits provided under the terms of this Agreement for the remaining Term. (iii) In the event the Executive is requested by the Company upon Employee's death (which Corporation to relocate his primary residence more than fifty miles from his current residence, and Executive is unwilling or unable to do so, and as a result Executive’s employment is terminated by the Corporation, such termination shall be referred deemed other than for Cause and Executive shall be entitled to the benefits set forth in this Section 6 (a) (i) and (ii) above. (iv) The severance compensation paid in accordance with Section 6 (a) (i) shall be paid in lieu of any other severance benefits offered by the Corporation. b. The Executive shall have no right to receive compensation or other benefits under this Agreement for any period after the date of termination for Cause. For purposes of this Agreement, termination for Cause shall include termination as a "Death Termination"result of the (a) Executive’s fraud or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date dishonesty in the sixth succeeding calendar monthcourse of Executive’s employment with the Corporation, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) gross negligence or willful misconduct committed by Executive in the course of Executive’s employment with the Corporation which has or might reasonably be expected to have a material adverse effect upon the business or operations of the Corporation, (c) breach of fiduciary duty involving personal profit, (d) intentional failure to perform stated duties, (e) conviction of a felony or other crime of moral turpitude in the course of employment (e.g. fraud, theft, embezzlement and the like), (f) habitual and excessive use of alcohol or controlled substances other than for therapeutic reasons, or (g) Executive’s material breach of any provision of this Agreement. c. This Agreement may be voluntarily terminated by the Company for CauseExecutive at any time upon ninety (90) days’ written notice to the Corporation or upon such shorter period as may be agreed upon between the Executive and the CEO of the Corporation. In the event of such termination, the Corporation shall be obligated only to continue to pay the Executive his salary up to the date of termination and those retirement and/or employee benefits which means (i) fraud have been earned or misappropriation become payable up to the date of termination. d. If the Executive’s employment terminates by reason of the Executive’s Disability, as defined in Paragraph 7, the Corporation shall pay the Executive any benefits which pursuant to the terms of any compensation or benefit plan have been earned and have become payable but which have not yet been paid to the Executive, together with a pro rata portion of any additional compensation that the Executive would have been entitled to receive in respect of the year in which the Executive’s date of termination occurs had he continued in employment until the end of such calendar year; however, there shall be no incentive bonus payable with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (year during which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction Executive’s employment is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyterminated.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) Notwithstanding the provisions of Section 4, if the Participant’s Termination Date occurs by reason of death, Disability (as defined in Section 5(b)), Retirement (as defined in Section 5(b)), or involuntary termination by the Company other than for Cause (as defined in Section 5(b)), all Restricted Stock Units and associated Dividend Equivalents shall vest upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination");Participant’s Termination Date. (b) For purposes of the Award evidenced by the Company for Causethis Agreement, which means (i) fraud a Participant’s Termination Date shall be considered to occur by reason of “Disability” if his Termination Date occurs on or misappropriation with respect after the date on which he is entitled to the business of the Company or intentional material damage to the property or business of long-term disability benefits under the Company’s long-term disability plan (or, (iiif the Participant is not eligible for such plan, if the Participant would be entitled to benefits under such plan if he were eligible) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time such Termination Date does not occur for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination")reason; or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach Participant’s Termination Date shall be considered to occur by reason of this Agreement “Cause” if the Participant’s Termination Date occurs by reason of termination by the Company and is on account of (A) any act or omission by the Participant resulting in, or intending to result in, personal gain at the expense of the Company, ; (iiiB) a material reduction in Employee's total compensation and benefits package the improper disclosure by the Participant of proprietary or confidential information of the Company; or (ivC) misconduct by the Participant, including, but not limited to, fraud, intentional violation of, or negligent disregard for, the rules and procedures of the Company (including the code of business conduct), theft, violent acts or threats of violence, or possession of controlled substances on the property of the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event that the meaning of “Cause” shall be (1) expanded to include any additional grounds for cause-based termination specified in any contract, policy or circumstance described plan applicable to the Participant or (2) superseded to the extent expressly provided in clause (ii) such contract, policy or plan; and (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part Participant’s Termination Date shall be considered "willful" unless knowingly done to occur on account of “Retirement” if the Participant’s Termination Date occurs on or failed after the date on which the following conditions have been satisfied and such Termination Date does not occur for any other reason: (x) the Participant has attained age 60; (y) the Participant has provided at least ten (10) years of service to be done by Employee in bad faith the Company; and without (z) the reasonable belief that Employee's action Participant has provided at least 90 days’ prior notice of his or omission was in the best interest of her Termination Date due to retirement from the Company.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud In the event Optionee's employment with the Company and all Subsidiaries is terminated by reason of death, Disability or misappropriation with respect Retirement, the Option will remain exercisable for a period of one (1) year after such termination (but in no event may the Option be exercised after the Expiration Date), at which time the Option shall terminate to the business of the Company or intentional material damage to the property or business of the Company, extent not then exercised. (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to In the event Optionee's employment with the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time and all Subsidiaries is terminated for any reason other than a For Cause Terminationdeath, Death Termination Disability or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one Retirement, or more of the following: (i) any reduction in Employee's base salary, unless such reduction Optionee is being made in conjunction with an across-the-board reduction in the salaries employ or service of all senior executives a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless Optionee continues in response to adverse economic conditionsthe employ or service of the Company or another Subsidiary), (ii) a material breach all rights of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving Optionee hereunder will immediately terminate without notice of any kind, and the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall Option will not thereafter be referred to as a "Constructive Termination")exercisable; provided, however, that (a) if such termination is due to any reason other than termination by the Company or any Subsidiary for "cause," the Option will remain exercisable for a period of three (3) months after such termination (but in no event may the Option be exercised after the Expiration Date), and (b) if such termination is due to termination by the Company or circumstance described any Subsidiary for "cause", the Option will remain exercisable as of such termination for a period of one (1) month after such termination (but in clause (ii) or no event may the Option be exercised after the Expiration Date. (iii) shall give rise to a "Constructive Termination" for For purposes of this Agreement unless Employee shall have given notice Section IV.C., "cause" (as determined by the Board) will be as defined in any employment or other agreement or policy applicable to Optionee or, if no such agreement or policy exists, will mean (a) fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (b) any unlawful or criminal activity of Employeea serious nature, (c) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to Optionee's determination of the occurrence of an event or circumstance described in clause (ii) overall duties, or (iiid) and such event any material breach of any employment, service or circumstance shall be continuing as of noncompete agreement entered into with the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act Company or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyany Subsidiary.

Termination of Employment. Employee's If Executive’s employment under this Agreement hereunder shall (x) be terminated by Executive prior to the expiration of the term provided in Section 3.1 for any reason whatsoever (other than as described in the following sentence), or (y) be terminated by Company prior to expiration of the term provided in Section 3.1 for any reason whatsoever (other than as described in the following sentence), then all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment, except for such benefits as may be terminatedrequired by law. Notwithstanding the foregoing, if: (a) within two years following the occurrence of a Change in Control, (A) Executive’s employment with Company shall be terminated by Company for any reason other than those encompassed by Sections 3.2(a), 3.2(b), 3.2(c), or 3.2(d), (B) Executive’s employment with Company shall be terminated by Executive for Good Reason, or (C) Executive’s employment with Company shall be terminated by Company upon expiration of the then-current Initial Period or Renewal Period by written notice of non-renewal pursuant to Section 3.1, then in each case, Company shall (i) pay Executive the Change in Control Payment and (ii) provide Executive with the Change in Control Benefits; (b) at any time other than within two years following the occurrence of a Change in Control, (A) Executive’s employment with Company shall be terminated by Company for any reason other than those encompassed by Sections 3.2(a), 3.2(b), 3.2(c), or 3.2(d), (B) Executive’s employment with Company shall be terminated by Executive for Good Reason, or (C) Executive’s employment with Company shall be terminated by Company upon expiration of the then-current Initial Period or Renewal Period by written notice of non-renewal pursuant to Section 3.1, then in each case, Company shall (i) pay Executive the Severance Payment and (ii) provide Executive with the Severance Benefits; and (c) at any time, Executive’s employment with Company shall be terminated by Executive due to his or her voluntary retirement from the Company upon Employee's death (which on or after having reached the age of 62, then Company shall provide Executive with the Post-retirement Benefits. The Change in Control Payment or Severance Payment, whichever is applicable, described in the preceding sentence shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive sixdivided into substantially equal installments paid over the 12-month period (measured from on Company’s regularly scheduled pay dates following the first date on which Employee is absent from work due to such disability Executive’s employment terminates; provided, however, that (x) to the same date in the sixth succeeding calendar month, orextent, if there any, that the aggregate amount of the installments of the Change in Control Payment or Severance Payment, whichever is no applicable, that would otherwise be paid pursuant to the preceding provisions of this section after March 15 of the calendar year following the calendar year in which such date of termination occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum on the Applicable March 15 (or such date the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the Change in Control Payment or Severance Payment, whichever is applicable, payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding business dayinstallment until the aggregate reduction equals such excess), (y) (all remaining installments of the Change in Control Payment or Severance Payment, whichever is applicable, if any, that would otherwise be paid pursuant to the preceding provisions of this section after December 31 of the calendar year following the calendar year in which such date of termination occurs shall be referred paid with the installment of the Change in Control Payment or Severance Payment, whichever is applicable, if any, due in December of the calendar year following the calendar year in which such date of termination occurs, and (z) if required to as an "Inability Termination"); satisfy the provisions of Section 409A(a)(2)(B)(i) of the Code, the Change in Control Payment or Severance Payment, whichever is applicable, (b) by with interest on such payment from the Company for Cause, which means (i) fraud or misappropriation with respect date of Executive’s termination of employment to the business actual date of payment at the prime rate of interest published in The Wall Street Journal on the date of termination of Executive’s employment (or if not published on that date, on the next following date when published)) shall be paid by Company to Executive not earlier than but as soon as practicable on or in any event within five days after the earlier of the Company date of Executive’s death or intentional material damage the date that is six months after the date of termination of Executive’s employment. Executive hereby agrees to the property or business be bound by Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Company, (iiCode) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors methods permitted under the regulations issued under Section 409A of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyCode.

Termination of Employment. The Employee's ’s employment under this Agreement agreement shall terminate upon the death of the Employee and may be terminatedterminated by the Company at its option, by notice in writing to the Employee at least thirty (30) days prior to said termination, upon the occurrence of any of the following events: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from of the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar monthEmployee, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")defined below; (b) the material breach by the Company for CauseEmployee of any material provision of this agreement, which means breach (iif capable of being cured) fraud or misappropriation with respect to the business is not cured within thirty (30) days of the Company or intentional material damage to the property or business notice of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination")such breach; (c) a good faith determination by the Directors that the Employee has committed willful misconduct, failure to follow Company at any time for any reason other than policy or a For Cause Terminationdirect and legal direction from management, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination");material breach of generally accepted industry standards, that materially affects the Company or its public image, or constitutes a material dereliction of duty; or (d) a determination by the Directors that the Employee at any time should be discharged for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one reason, with or more without cause. Upon termination of the following: Employee’s employment under this Agreement, neither the Company nor the Employee shall have any further duties or obligations hereunder except that (I) the Employee shall continue to be bound in all respects by his obligations concerning confidential information pursuant to paragraph 5 hereof, (II) upon such termination (i) any reduction in Employee's base salaryby reason of death or pursuant to subparagraphs (a)-(c) of this paragraph 8, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, shall pay the Employee’s salary prorated through the date of termination and (ii) upon such termination by reason of death or physical or mental disability of the Employee, the Company shall pay the Employee’s bonus, if any, for the twelve-month period in which such termination occurs (calculated and payable in accordance with paragraph 7 hereof) prorated for the number of days in that year up to the date of death or date of termination for physical and mental disability (all payments owing to the Employee under the immediately preceding clauses (i) and (ii) of this paragraph 8 shall, in the event of termination by death, be paid to the estate of the Employee) and (iii) in the event that the Employee is terminated pursuant to subparagraph (d) of this paragraph 8, the Employee shall continue to be bound in all respects by his obligation under paragraph 9 hereof for a material period of three (3) years from the date of such termination and the company shall, during the remainder of the three year term specified in paragraph 2 hereof, continue to pay the Employee’s salary pursuant to paragraph 6 hereof and provide the Employee with the benefits and future bonuses provided for pursuant to paragraph 7 hereof so long as the Employee shall not be materially in breach of such obligation. For purposes of this Agreement paragraph 8, the Employee shall be deemed to have suffered a physical or mental disability if (x) he shall fail because of a perceived mental or physical disability to perform the services require hereunder to the reasonable satisfaction of the Directors for a period of three consecutive months or for a period of six months during any twelve-month period or (y) if a physician selected by the Company, (iii) after examining the Employee, shall determine that the Employee has suffered a material reduction in physical or mental disability that will prevent him from performing the services required hereunder for a period of four consecutive months or for a period of six months during a twelve-month period. The Employee may, at his own expense, select another physician to conduct a further examination of the Employee's total compensation and benefits package or (iv) . In the event that the opinion of the physician selected by the Employee differs from the opinion of the physician selected by the Company's giving notice , then such physicians shall mutually agree upon a third physician whose opinion shall be binding upon the parties. In the event that it is finally determined, pursuant to the examination by such third physician, that the Employee is not suffering such a physical or mental disability, the Employee shall not be terminated pursuant to the immediately preceding clause (y) of this paragraph 8. In the event that the employee receives or realizes any amounts in connection with long-term disability insurance (the premiums for which were paid by the Company, or any affiliates thereof), those amounts shall be deducted from any salary payable to the Employee for that period. The Company agrees that it shall not exercise its right to terminate this agreement as a result of the non-renewal Employee’s disability so as to deprive the Employee of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (any benefits which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice would otherwise become payable to the Company of Employee's determination of Employee under any disability insurance policy or salary continuation plan then maintained by the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companycompany.

Termination of Employment. Employee's (a) This Agreement and Executive’s employment under this Agreement hereunder may be terminated: (ai) by either Executive or the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability at any time for any consecutive six-month period reason whatsoever or for no reason upon not less than sixty (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day60) (which shall be referred to as an "Inability Termination")days prior written notice; (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined belowin Section 7(b) (which shall be referred to as a "Voluntary Termination")below ) without prior notice; orand (eiii) by Employee within 30 days after the occurrence upon Executive’s death or if Executive is Totally Disabled (as defined in Section 7(c) below). (b) For purposes of one or more of the following: this Agreement, for “Cause” means (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of any provision of this Agreement by Executive (if the breach is curable, it will constitute Cause only if it continues uncured for a period of twenty (20) days after Executive’s receipt of written notice of such breach from the Company), (ii) Executive’s failure or refusal, in any material manner, to perform all lawful services required of him pursuant to this Agreement, which failure or refusal continues for more than twenty (20) days after Executive’s receipt of written notice of such deficiency, (iii) Executive’s commission of fraud, embezzlement or theft, or a crime constituting moral turpitude, in any case whether or not involving the Company, that in the reasonable good faith judgment of the Corporation Board or Bank Board, renders Executive’s continued employment harmful to the Company, (iiiiv) a Executive’s misappropriation of Company assets or property, including, without limitation, obtaining material reduction in Employee's total compensation and benefits package reimbursement through fraudulent vouchers or expense reports, or (ivv) Executive’s conviction or the entry of a plea of guilty or no contest by Executive with respect to any felony or other crime that, in the reasonable good faith judgment of the Corporation Board or Bank Board, adversely affects the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event its reputation or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companybusiness.

Termination of Employment. Employee's employment under Anything set forth herein to the contrary notwithstanding, this Agreement may shall terminate and shall be terminatedof no further force or effect whatsoever (except with respect to those provisions set forth in Sections 9 and 10 hereof which are hereby expressly intended to survive the termination of this Agreement) immediately upon the occurrence of any of the following events: (a) by The expiration of the Company upon Employee's death (which shall be referred to term of employment hereunder as a "Death Termination") or Employee's physical or mental disability provided for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")Section 3 hereof; (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business The death of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination")Employee; (c) by At the Company at any time sole option of Employer, if Employee is unable to unwilling to perform his assigned duties for any reason reason, including but not limited to sickness, accident or disability, beyond the period of Employee's accumulated sick leave, or beyond the time of such other than a For Cause Terminationleave of absence as the Employer customarily grants to its employees under similar circumstances, Death Termination if any, or Inability Termination (which shall be referred to upon the total disability of Employee, as a "No Cause Termination");the case may be. (d) by If Employee at fails to carry out his duties faithfully, conscientiously and competently and does not correct any time for any reason other than a "Constructive Termination" such failure to Employer's reasonable satisfaction within ten (as defined below10) (which shall be referred days after written notice from Employer to as a "Voluntary Termination"); orEmployee thereof; (e) At the sole option of Employer, if Employee accepts any employment by or for any other person, firm or corporation without Employer's prior written consent. (f) At sole option of Employer, if Employee within 30 days after should do any act offensive to decency, morality or social propriety tending to result in scandal, hatred, proved or admitted allegations of sexual harassment, ridicule or contempt or if Employee should violate or be charged with a violation of any law which subjects Employee or Employer to any scandal, hatred, ridicule or contempt, or a judgment of a court of competent jurisdiction of monetary damages in excess of $50,000 for sexual harassment or job discrimination, or either pleads or is found guilty of any felony. (g) At the occurrence sole option of one Employer, in the event that Employer ceases for any reason to conduct its business and activities in the State of California. Anything set forth herein to the contrary notwithstanding, Employee (or more of the following: (i) any reduction in Employee's base heirs, personal representatives, guardians or conservators, as the case may be) shall be entitled to receive from Employer any prorated salary, unless or other benefit which has accrued to Employee hereunder prior to any such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company termination of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyemployment hereunder.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) The Employment Period shall end upon the first to occur of: (i) the expiration of the term of this Agreement pursuant to Section 1 hereof, (ii) retirement of the Executive (“Retirement”), (iii) termination of the Executive’s employment by the Company upon Employee's on account of the Executive’s having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six consecutive months (“Termination for Disability”), (iv) termination of the Executive’s employment by the Company for Cause (“Termination for Cause”), (v) termination of the executive’s employment by the Company other than a Termination for Disability or a Termination for Cause (“Termination Without Cause”), (vi) the Executive’s death or (which shall be referred to as a "Death Termination"vii) or Employee's physical or mental disability termination of the Executive’s employment by the Executive for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability reason following written notice to the same Company at least 90 days prior to the date of such termination (“Termination by the Executive”). All references in this Agreement to the sixth succeeding calendar monthExecutive’s termination of employment and to the end of the Employment Period shall mean a separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, or, if there is no such date or such date is not a business day, as amended (the next succeeding business day) (which shall be referred to as an "Inability Termination"“Code”);. (b) by the Company for For purposes of this Agreement, “Cause, which means ” shall mean (i) fraud or misappropriation the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any act involving dishonesty with respect to the business of the Company or intentional material damage to the property any of its subsidiaries or business of the Companyaffiliates, (iiiv) gross negligence or willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation misconduct with respect to the Company or any of its stockholderssubsidiaries or affiliates, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction breach of Employee any provision of a felony Section 5 or Section 6 hereof or (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (ivi) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material other breach of this Agreement which is material and which is not cured within 30 days following written notice thereof to the Executive by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. Employee's employment under Notwithstanding any other provision of this Agreement Agreement, the Period of Employment may be terminated: (a) By the Company, in the event of Executive's death, Disability (as hereinafter defined) or for Cause (as hereinafter defined). For purposes of this Agreement, 'Cause' shall mean Executive's conviction of a crime involving an act or acts of dishonesty, fraud or moral turpitude by Executive with regard to the Company, which act or acts constitute a felony and the willful and continued failure to substantially perform Executive's duties hereunder after receipt of written notice from the Company specifically setting forth such failure. For purposes of this Agreement, 'Disability' shall mean the inability of Executive, in the reasonable judgment of a physician approved by the Company upon Employee's death Board (which approval shall not be referred unreasonably withheld), to as a "Death Termination") or Employee's perform his duties of employment for the Company because of any physical or mental disability or incapacity, where such disability shall exist for an aggregate period of more than 120 days in any 365-day period or for any period of 90 consecutive six-month period (measured from days. The Company shall by written notice to Executive specify the first event relied upon for termination pursuant to this Subsection 5(a), and the Period of Employment hereunder shall be deemed terminated as of the date on which Employee is absent from work of such notice; provided, that in the event of Executive's death, such termination shall occur automatically as of the date of death. In the event of any termination under this Subsection 5(a), the Company shall pay all amounts then due to such disability Executive under Section 3(a) of this Agreement, in addition to the same date in the sixth succeeding calendar monthany severance payments required by law, orand, if there is no such date or such date is not a business daytermination was due to Cause, the next succeeding business day) (which Company shall be referred have no further obligations to as an "Inability Termination");Executive under this Agreement. (b) by By the Company, for any reason and in its sole and absolute discretion, provided that in such event the Company shall, in addition to any severance payments required by law, as liquidated damages or severance pay, or both, continue to pay to Executive the Base Salary for Cause, which means the longer of (i) fraud or misappropriation with respect to the business a period of the Company or intentional material damage to the property or business of the Company, one year after such termination; and (ii) willful failure by Employee to perform his duties the period beginning on the date of such termination and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to ending on the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority second anniversary of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination");Closing Date. (c) by By Executive, if the Board fails to elect or reelect Executive to, or removes Executive from the office referred to in Section 1(a) or discontinues or denies to Executive any of the compensation or benefits referred to in Sections 3, 4 or 13 of their Agreement (other than in accordance with the terms of this Agreement). In the event of any termination under this Section 5(c), the Company at shall, in addition to any time severance payments required by law, as liquidated damages or severance pay, or both, continue to pay to Executive the Base Salary for any reason other than the longer of (i) a For Cause Termination, Death Termination or Inability Termination period of one year after such termination; and (which shall be referred to as a "No Cause Termination");ii) the period beginning on the date of such termination and ending on the second anniversary of the Closing Date. (d) During any period in which payments are payable by Employee at any time for any reason other than a "Constructive Termination" the Company to Executive pursuant to Sections 5(b) or 5(c) hereof (as defined below) (which shall be such payments being hereinafter collectively referred to as a "Voluntary TerminationTermination Payments"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response Executive and his family shall continue to adverse economic conditions, (ii) a material breach of this Agreement be covered by the Company's life (other than in the case of termination by reason of Executive's death), (iii) a material reduction in Employee's total compensation medical, health and benefits package or (iv) death plans. Such coverage shall be at the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice expense to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing same extent as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done if Executive were still employed by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. EmployeeA. The Executive's employment under this Agreement may be terminated: (a) by shall terminate upon the death of the Executive, but the Company upon Employeeshall continue to pay each month for six (6) months after the death of the Executive an amount per month equal to the salary per month (inclusive of the amount of deferred compensation) that was being paid to the Executive at the time of his death to the person or entity that the Executive shall have last designated in writing to the Company, or if the Executive shall fail to designate a person or entity or if the person or entity so designated shall not be in existence at the time of any payment pursuant to this Section 6.A., then to the Executive's death (estate. Nothing in this Section 6.A. shall in any way limit or restrict any rights or benefits to which shall be the heirs, legatees or successors in interest of the Executive are entitled under any plans, insurance or other arrangements referred to as a "Death Termination"in Section 5 hereof in the event of the Executive's death. B. The Company shall have the right to terminate the Executive's employment hereunder at any time upon not less than sixty (60) or Employee's days' advance written notice to the Executive in the event of such prolonged physical or mental disability for any consecutive six-month period (measured from or other condition of the first date on which Employee is absent from work due to such disability to the same date Executive as, in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority reasonable judgment of the Board of Directors of the Company, or (v) conviction shall render him incapable of Employee performing the services required of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")him hereunder; provided, however, that (i) no event disability or circumstance described in clause condition shall be considered incapacitating unless it has prevented the Executive from carrying on his duties for a consecutive period of at least three (3) months; and (ii) or the Executive's employment shall not terminate if such disability is cured within the 60-day notice period provided herein. In the event Executive's employment is terminated as the result of disability pursuant to this Section 6.B., the Company shall continue to pay to the Executive each month for six (iii6) shall give rise months after such termination an amount equal to a "Constructive Termination" for purposes his salary per month (inclusive of this Agreement unless Employee the amount of deferred compensation) at the time of such termination. C. The Company shall have given the right to terminate the Executive's employment hereunder at any time upon not less than sixty (60) days' advance written notice to the Company Executive in the event that (i) the Executive engages in an act or acts of Employee's determination dishonesty constituting a felony and resulting or intended to result directly or indirectly in personal gain or enrichment at the expense of the occurrence of an event Company; or circumstance described in clause (ii) the Executive shall deliberately and intentionally refuse in a material way to observe or comply with any of the material terms or provisions hereof (iiiexcept by reason of total or partial incapacity due to physical or mental disability or otherwise) and such refusal is not cured or corrected within the 60-day notice period provided herein. In the event that the Company shall terminate the Executive's employment pursuant to this Section 6.C., the Company shall have no further obligation or circumstance liability under this Agreement, except that the Company shall be continuing as pay to the Executive the portion, if any, of the end Executive's salary which remains unpaid for the period up to the date of 45 days after termination. D. 1. Provided that no Change in Control of the Company shall have then occurred or be pending or contemplated, the Company shall have the right to terminate the Executive's employment, without cause, at any time during the term of the Executive's employment hereunder immediately upon the giving of written notice thereof to the Executive. In the event of any such notice. For purposes termination without cause, the Company shall, during each month during the period of Paragraph 6(c)fifteen months after such termination of employment and subject to the limitations of Section 14, no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without pay the reasonable belief that Employee's action or omission was in Executive the best interest monthly salary (inclusive of the Companyamount of deferred compensation) that was being paid to the Executive prior to such termination of employment. If the Executive dies during the period that he is receiving compensation pursuant to this Section 6.D.1., the Company shall continue to make such payments to the person or entity entitled thereto pursuant to Section 6.A. for the period of time provided in this Section 6.D.1.

Termination of Employment. (a) Employee's employment under this Agreement may be terminatedhereunder: (ai) shall automatically terminate upon the occurrence of any of the following: (A) the mental or physical incapacity or inability of Employee to perform his duties for a consecutive period of one hundred twenty (120) days or a non-consecutive period of one hundred eighty (180) days during any twelve-month period; (B) the death of Employee; or (C) the voluntary resignation or retirement of Employee; and (ii) may be terminated by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business Board of the Company or intentional material damage to the property or business Directors of the Company, at any time, for "cause", which shall mean by reason of any of the following: (iiA) Employee's conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to any of the Related Parties (whether or not for personal gain) or involving acts of theft, fraud, embezzlement, moral turpitude or similar conduct; (B) malfeasance in the conduct of Employee's duties, including, but not limited to, (1) willful and intentional misuse or diversion of any of the Related Parties' funds, (2) embezzlement or (3) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to any of the Related Parties; (C) material failure by Employee to perform his the duties and responsibilities and to carry out his authority, (iii) willful malfeasance of Employee's employment or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful material failure to act in accordance follow or comply with any specific the reasonable and lawful instructions of a majority written directives of the Board of Directors of the Company, provided, however, that Employee shall have been informed, in writing, of such material failure and given a period of not more than 30 days to remedy the failure if the failure is capable of being remedied without penalty or damage to the Company; or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (iiD) a material breach by Employee of the provisions of this Agreement by the Company(including, (iiiwithout limitation, any breach of Section 3(b) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"Agreement); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless that Employee shall have been informed, in writing, of such material breach and given notice a period of not more than 30 days to remedy the breach if the breach is capable of being remedied without penalty or damage to the Company; or (E) a material breach by Employee of written policies of the Company concerning employee discrimination or harassment. (b) Upon any termination of Employee's determination employment pursuant to this Section 5, all obligations of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance Company under this Agreement shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyterminate.

Termination of Employment. Employee's employment under this Agreement may be terminated: (aA) Subject to the terms of the EMPLOYMENT AGREEMENT, if the PARTICIPANT is terminated by the Company upon Employee's death COMPANY without CAUSE (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from defined in the first date on which Employee is absent from work EMPLOYMENT AGREEMENT), other than due to such disability death or DISABILITY (as defined in the EMPLOYMENT AGREEMENT), or by the PARTICIPANT for GOOD REASON (as defined in the EMPLOYMENT AGREEMENT) prior to a CHANGE IN CONTROL (as defined in the EMPLOYMENT AGREEMENT), and subject to the same date PARTICIPANT executing a release in favor of the sixth succeeding calendar monthCOMPANY pursuant to Section 10(j) of the EMPLOYMENT AGREEMENT, or, if there is no this AWARD shall become vested as of such date or such date is not a business day, termination as to that number of SARs equal to the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means product of (i) fraud or misappropriation with respect the total number of SARs subject to the business of the Company or intentional material damage to the property or business of the Company, this AWARD and (ii) willful failure the fraction obtained by Employee to perform his duties and responsibilities and to carry out his authority, dividing (iii1) willful malfeasance or misfeasance or breach the number of fiduciary duty or representation days of service by the PARTICIPANT to the Company or its stockholdersCOMPANY during the period commencing on the December 19, 2008 and ending on the termination date (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, that in no event shall such resulting number be less than 730) by (2) 1,870. (B) Subject to the terms of the EMPLOYMENT AGREEMENT, if the PARTICIPANT is terminated by the COMPANY without CAUSE, other than due to death or circumstance described DISABILITY, or by the PARTICIPANT for GOOD REASON within two (2) years after a CHANGE IN CONTROL, and subject to the PARTICIPANT executing a release in clause favor of the COMPANY pursuant to Section 10(j) of the EMPLOYMENT AGREEMENT, this AWARD shall become immediately and fully vested and exercisable as of such termination date. (C) Subject to the terms of the EMPLOYMENT AGREEMENT, if the PARTICIPANT is terminated by either the PARTICIPANT or the COMPANY by reason of the PARTICIPANT’s death or DISABILITY, this AWARD shall become vested as of such termination date as to that number of SARs equal to the product of (i) the total number of SARs subject to this AWARD and (ii) or the fraction obtained by dividing (iii1) shall give rise to a "Constructive Termination" for purposes the number of this Agreement unless Employee shall have given notice days of service by the PARTICIPANT to the Company COMPANY during the period commencing on the December 19, 2008 and ending on the termination date (provided, however, that in no event shall such resulting number be less than 730) by (2) 1,870. (D) If the PARTICIPANT is terminated by the COMPANY for CAUSE, the AWARD, whether or not vested and exercisable on the date of Employee's determination termination, shall terminate immediately upon such termination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyPARTICIPANT’s employment.

Termination of Employment. 4.1 During the Term, the Company may terminate Employee's employment herein at any time for Cause or as a result of a material breach by Employee of his obligations under this Agreement may Agreement, provided however that, except in the case of conviction of a felony, the Company shall provide Employee with not less than sixty (60) days prior written notice describing the behavior or conduct which is alleged by the Company to constitute Cause, and Employee shall be terminatedprovided with reasonable opportunity to correct such behavior or conduct within the notice period. For purposes of this Agreement, Cause shall be defined as any or all of the following: (a1) Conduct or action by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date which, in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions opinion of a majority of the Board of Directors Directors, is materially harmful to the Company; (2) Willful failure by Employee to follow an order of the Board, except in such case where the Employee believes in good faith that following such order would be materially detrimental to the interests of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c3) Employee's conviction of a felony. 4.2 In the event that Employee's employment is terminated by the Company at any time for any reason other than a For Cause Terminationthose set forth in Paragraph 4.1 hereinabove, Death Termination or Inability Termination or, (which shall be referred to as a "No Cause Termination"); (da) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's annual base salary, salary is reduced below the amount stated in Paragraph 3.1 hereinabove (unless such reduction is being made in conjunction with part of an across-the-across the board reduction affecting all Company executives with a comparable level of responsibility, title or stature), or (b) Employee is removed from or denied participation in incentive plans, benefit plans, or perquisites generally provided by the Company to other executives with a comparable level of responsibility, title or stature, or (c) Employee's target incentive opportunity, benefits or perquisites are reduced relative to other executives with comparable responsibility, title or stature, or (d) Employee is assigned duties or obligations inconsistent with his position with the Company or (e) There is a significant change in the salaries nature and scope of all senior executives Employee's authority or his overall working environment, or (f) Employee's work location following a Change In Control would result in an increase in his or her one way commute by at least 50 miles from the existing residence, such event shall be considered a Termination Without Cause. 4.3 In the event of Employee's Termination Without Cause at any time during the Term of this Agreement, then: (1) The Company shall pay Employee a lump-sum severance amount within thirty (30) days following Termination Without Cause equal to three (3) times the sum of (a) the higher of the Company Employee's annual base salary at the time of Termination Without Cause or the annual base salary stated in response Paragraph 3.1 hereinabove, and (b) the annual target Bonus applicable to adverse economic conditions, (ii) a material breach Employee as of this Agreement the beginning of the calendar year in which such Termination Without Cause occurs. Such sum shall be reduced by the Company, amount of any Unocal Employee Redeployment Program and Unocal Termination Allowance benefits payable to Employee; and further reduced by any Change of Control enhancements (iiidetermined by the increase in the lump sum amounts payable to Employee) a material reduction in Employee's total compensation under the Unocal Retirement Plan and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest qualified retirement plans of the Company. (2) The Company shall provide for Employee to receive medical, dental, life, and disability insurance coverage for two (2) years following Termination Without Cause at levels and a net cost to Employee comparable to that provided to Employee immediately prior to Employee's Termination Without Cause. In lieu of the foregoing continued benefits, the Company in its sole discretion may elect to pay the Employee the sum of $25,000 (twenty-five thousand U.S. Dollars). (3) The Company shall pay Employee an additional lump-sum severance amount within thirty (30) days following Employee's Termination Without Cause equal to three (3) times the base salary used to determine the lump-sum severance benefit in paragraph 4.3(1) hereinabove, multiplied by 6% (. 4.4 In the event that during the Term of this Agreement Employee should voluntarily resign from the Company, should terminate employment with the Company due to death, permanent disability or incapacitation, or is terminated by the Company for Cause or for a material breach by Employee of his obligations under this Agreement, then Employee shall not be entitled to any of the termination benefits provided for in Paragraph 4.3 hereinabove, and the Term of the Agreement shall immediately end. 4.5 Employee shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any provisions of this Agreement.

Termination of Employment. Employee's (a) Executive’s employment under this Agreement may be terminatedhereunder: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after terminate upon the occurrence of one or more any of the following: (iA) the mental or physical incapacity or inability of Executive to perform his duties for a period of more than one hundred twenty (120) days in any reduction in Employee's base salarytwelve (12)-month period, unless such reduction a longer leave of absence is being made in conjunction with an across-the-board reduction appropriate as a reasonable accommodation for a disability; (B) the death of Executive; (C) the voluntary resignation or retirement of Executive; (D) the dissolution, winding up and final distribution of the assets of the Company; (ii) may be terminated by the Company, at any time, for “Cause”, which shall mean by reason of any of the following: (A) Executive’s conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to any of the Related Parties (whether or not for personal gain) or involving acts of theft, fraud, embezzlement, moral turpitude or similar conduct; (B) Executive’s repeated intoxication by alcohol or drugs during the performance of his duties; (C) malfeasance in the salaries conduct of all senior executives Executive’s duties, including, but not limited to, (1) willful and intentional misuse or diversion of any of the Company in response to adverse economic conditionsRelated Parties’ funds, (ii2) embezzlement or (3) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to any of the Related Parties; (D) Executive’s material failure to perform the duties of Executive’s employment as provided herein, or material failure to follow or comply with the reasonable and lawful written directives of the Board of Managers; (E) a material breach by Executive of this Agreement by or the Company, LLC Agreement; or (iiiF) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice breach by Executive of written policies of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")Company concerning employee discrimination or harassment; provided, however, no event that clauses (D), (E) and (F) hereof will not be applicable unless Executive shall have been informed, in writing, of the material failure or circumstance described in clause (ii) breach to which such clauses refer and been given a period of not more than 10 Business Days to remedy the failure or the breach if such failure or breach is capable of being remedied without penalty or damage to the Company; and (iii) may be terminated by the Company, at any time, without Cause, provided that if employment is terminated without Cause, Executive shall give rise receive a termination payment equal to a "Constructive Termination" for purposes 100% of this Agreement unless Employee shall have given notice his then current annual base salary, provided that Executive has executed and delivered to the Company a full and final release as provided by the Company, which amount will be paid ratably over the twelve months following the date of Employee's determination termination; provided, that the Company may, in its sole discretion, accelerate any such payment. (b) Upon any termination of Executive’s employment pursuant to this Section 5, all obligations of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance Company under this Agreement shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyterminate.

Termination of Employment. Employeea) This Agreement and the compensation payable to Executive hereunder shall terminate and cease to accrue forthwith upon Executive's death. b) If the Executive's employment under this Agreement may be terminated: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means terminated (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, other than for cause (iias defined below) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (cii) by the Company at any time Executive for any good reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below), the Company shall pay to Executive an aggregate severance amount equal to his base salary for the remainder of the term of this Agreement or one year, whichever is shorter but in no event less than six (6) months plus any accrued and unused vacation and accrued but unpaid bonus (which shall be i.e., such amount being referred to as a the "Voluntary TerminationSeverance Amount"); or (e) by Employee within 30 days after the occurrence of one or more . The Severance Amount may be paid in as part of the following: regular ongoing payroll for the specified time, provided that payment of the Severance Amount shall be contingent upon the Executive signing the Separation Agreement and Release attached hereto as Exhibit C. Upon a termination as set forth in (i) any reduction in Employee's base salaryor (ii) above, unless such reduction is being made in conjunction all unvested options granted to Employee with an across-the-board reduction in the salaries of all senior executives of respect to his employment with the Company in response shall immediately vest. c) Executive agrees to adverse economic conditionsgive the Company 30 calendar days prior written notice before terminating his employment with the Company pursuant to this Agreement. d) For the purposes of this Agreement, "cause" for termination by the Company shall mean (iii) a material breach of this Agreement by Executive; (ii) a breach of Executive's duty of loyalty to the Company or any act of dishonesty with respect to the Company or its stockholders, customers or suppliers; (iii) Executive's continued failure or refusal to perform, in any material respect, any duty or responsibility to the Company which is normally attached to Executive's position(after notice and a 10-day cure period), provided, however, any subsequent failure or refusal to perform such duty or responsibility shall entitle the Company to terminate employment for Just Cause without notice or an opportunity to cure; (iv) Executive's gross negligence or willful misconduct in performing those duties which are normally attached to Executive's position; (v) the commission by Executive of an act of fraud, conversion, misappropriation (including the unauthorized use or disclosure of confidential or proprietary information of the Company) or embezzlement or crime of moral turpitude; (vi) a conviction of or guilty plea or confession by Executive to any fraud, conversion, misappropriation, embezzlement or felony; (vii) the exposure of the Company to any criminal liability or loss of business opportunity or reduction in revenues or increase in losses substantially caused by the conduct of Executive which results in a material adverse effect upon the Company's business, operations, financial condition or results of operations or the exposure of the Company to any bona fide claims which may result in civil liability caused by Executive's unlawful harassment in employment; or (viii) the repeated taking of any action prohibited (a) by the Board or any of the Executive Officers, provided that Executive has received at least one written notice of having taken an action so prohibited, or (b) by this Agreement. For purposes of this Agreement, "Executive's duty of loyalty to the Company" shall include Executive's fiduciary obligation to place the interests of the Company ahead of Executive's personal interests and thereby not knowingly profit personally at the expense of the Company, and shall also include specifically the affirmative obligation to disclose promptly to the Board any known conflicts of interest Executive may have with respect to the Company, and the negative obligations not to usurp corporate opportunities of the Company, not to engage in any "conflict-of-interest" transactions with the Company (without the approval of the Board), and not to compete directly with the Company (without the approval of the Board). Good Reason shall mean the occurrence or failure to cause the occurrence, as the case may be, without your express written consent, of any of the following circumstances: (i) material demotion (except in connection with the termination of your employment for Cause or as a result of your death, or temporarily as a result of your illness or other absence), (ii) a relocation of the Company's executive office in New Castle, PA to a location more than 70 miles from its current location; (iii) a any material reduction in Employee's total compensation and benefits package breach by the Company of any provision of this Agreement; or (iv) the Company's giving notice failure of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice any successor to the Company of Employee's determination (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to you upon the assignee becoming such, the obligations of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyCompany hereunder.

Termination of Employment. Employee's Your employment under this Agreement agreement may be terminated:terminated prior to the expiration of the term hereof pursuant to this Section 4. (a) The Company may terminate your employment for cause upon notice to you setting forth in reasonable detail the nature of the cause. The following, as determined by the Company upon Employee's death in its reasonable judgment, shall constitute cause for termination: (which shall be referred i) your material failure to as a "Death Termination") perform (other than by reason of disability), or Employee's physical or mental disability for any consecutive six-month period (measured from material negligence in the first date on which Employee is absent from work due to such disability performance of, your duties and responsibilities to the same date in Company or any of its Affiliates; (ii) your material breach of this agreement or any other agreement between you and the sixth succeeding calendar monthCompany or any of its Affiliates; or (iii) other conduct by you that could be reasonably anticipated to be harmful to the business, orinterests or Xx. X.X. Xxxxxxxx, if there is no such date III , 2006 reputation of the Company or such date is not a business day, the next succeeding business day) (which shall be referred any of its Affiliates. The Company also may terminate your employment at any time without cause upon notice to as an "Inability Termination");you. (b) This agreement shall automatically terminate in the event of your death during employment. In the event of your death, any amounts owed to you under this agreement will be paid to your estate, or designated successor or assigns. In the event you become disabled during employment and, as a result, are unable to continue to perform substantially all of your duties and responsibilities under this agreement, the Company will continue to pay you your base salary and to provide you benefits in accordance with Section 2(a) above, to the extent permitted by plan terms, for up to twelve (12) weeks of disability during any period of three hundred and sixty-five (365) consecutive calendar days. If you are unable to return to work after twelve (12) weeks of disability, the Company may terminate your employment, upon notice to you. If any question shall arise as to whether you are disabled to the extent that you are unable to perform substantially all of your duties and responsibilities for the Company and its Affiliates, you shall, at the Company’s request, submit to a medical examination by a physician selected by the Company to whom you or your guardian, if any, has no reasonable objection to determine whether you are so disabled and such determination shall for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice agreement be conclusive of the issue. If such a question arises and you fail to submit to the Company of Employee's requested medical examination, the Company’s determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance issue shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act binding on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyyou.

Termination of Employment. Employee's (a) The Executive’s employment hereunder shall terminate upon the Executive’s death. (b) The Company may terminate the Executive’s employment hereunder as set forth in Section 2 above, and under this Agreement may be terminatedthe following circumstances: (ai) by the Company upon Employee's death (which shall be referred to If, as a "Death Termination") result of the Executive’s incapacity or Employee's other disability owing to physical or mental illness, the Executive shall have been unable to perform all of the Executive’s material duties hereunder by reason of illness, or physical or mental disability or other similar capacity, which inability shall continue for more than two (2) consecutive months, the Company may terminate the Executive’s employment hereunder. (ii) The Company may terminate the Executive’s employment hereunder for “Cause.” For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon the (A) failure of the Executive (other than for reasons described in Sections 7(a) and 7(b)(i) hereof) to perform or observe any consecutive six-month period of the material terms or provisions of this Agreement; (measured B) negligent or unsatisfactory performance of the Executive’s duties under this Agreement and the failure of the Executive, within 10 days after receipt of notice from the first date on which Employee is absent from work due to such disability to Company setting forth in reasonable detail the same date in nature of the sixth succeeding calendar monthExecutive’s negligent or unsatisfactory performance, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud to provide the Company with a reasonably satisfactory explanation of the Executive’s actions (or misappropriation with respect inaction) and (ii) to correct to the business satisfaction of the Company any reasonably identified deficiencies; (C) employment- or intentional material damage to profession-related misconduct or other employment- or profession-related similar action on the property part of the Executive; (D) conviction of the Executive of a crime involving a felony, fraud, embezzlement or business the like; or (E) misappropriation of the Company funds or misuse of the Company, (ii) willful failure ’s assets by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the CompanyExecutive, or (v) conviction other act of Employee of a felony (which shall be referred to as a "For Cause Termination");dishonesty by Executive. (c) Any termination of the Executive’s employment by the Company at any time for any reason or by the Executive (other than a For Cause pursuant to Section 7(a) hereof) shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 11(c) hereof, Death Termination or Inability Termination (which shall be referred indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to as provide a "No Cause Termination");basis for termination of the Executive’s employment under the provision so indicated. (d) For purposes of this Agreement, the “Date of Termination” shall mean (i) if the Executive’s employment is terminated by Employee at any time for any reason other than a "Constructive Termination" the Executive’s death, the date of the Executive’s death; (as defined belowii) if the Executive’s employment is terminated pursuant to Section 7(b)(i) hereof, thirty (which shall be referred to as a "Voluntary Termination"); or (e30) by Employee within 30 days after the occurrence Notice of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such thirty (ii30) or day period; (iii) if the Executive’s employment is terminated pursuant to Section 7(b)(ii) hereof, the date specified in the Notice of Termination (which date, in the case of termination of Executive’s employment solely pursuant to clause (B) of Section 7(b)(ii) by reason of inadequate performance, shall give rise to a "Constructive not be sooner than thirty (30) days from the date of the Notice of Termination" ); and (iv) if the Executive’s employment is terminated for purposes any other reason, the date on which the Notice of Termination is given. (e) Following termination of this Agreement unless Employee Agreement, Executive shall have given notice promptly make himself reasonably available to assist the Company of Employee's determination of the occurrence of an event with any information or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyother requests.

Termination of Employment. Employee's The employment under this Agreement may be terminatedof Employee hereunder shall terminate prior to the scheduled expiration of the Term upon the occurrence of any of the following events: (a) the death or total disability of Employee (total disability meaning the failure of Employee to perform his normal required services hereunder for a period of three consecutive months during the term hereof by the Company upon reason of Employee's death mental or physical disability) (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability TerminationDisability Termination Event"); (b) termination by the Company of Employee's employment hereunder, upon 10 days prior written notice to Employee, for "Good Cause", which means shall exist upon the occurrence of any of the following: (i) fraud Employee is convicted of, pleads guilty to, confesses to, or enters a plea of nolo contendere to, any felony or any crime that involves moral turpitude or any act of fraud, misappropriation with respect or embezzlement; (ii) Employee has engaged in a fraudulent act to the business damage or prejudice of the Company or intentional material damage to the property or business any affiliate of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, ; (iii) willful any act or omission by Employee involving malfeasance or misfeasance or breach gross negligence in the performance of fiduciary duty or representation Employee's duties to the Company and, within 10 days after written notice from the Company of any such act or its stockholdersomission, Employee has not corrected such act or omission; or (iv) willful failure Employee otherwise fails to act in accordance comply with the terms of this Agreement or deviates from any specific lawful instructions of a majority written policies or directives of the Board of Directors and, within 10 days after written notice from the Company of the Companysuch failure or deviation, or Employee has not corrected such failure (v) conviction of Employee of a felony (which shall be referred to as in any such case, a "For Good Cause TerminationTermination Event"); (c) termination by the Company at any time of Employee's employment hereunder, upon 10 days prior written notice to Employee, for any reason other than as a For result of a Good Cause Termination, Death Termination Event or Inability Disability Termination Event (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary TerminationTermination Event"); or (ed) voluntary termination by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause employment hereunder (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(ca "Voluntary Termination Event"), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. Employee's ’s employment under this Agreement may be terminated: with Employer shall terminate upon the earliest of: (a) Employee’s death; (b) unless waived by the Company upon Employer, Employee's death ’s “Disability”, (which for purposes of this Agreement, shall be referred to as mean either a "Death Termination") or Employee's physical or mental disability condition (as determined by a qualified physician mutually agreeable to Employer and Employee) which renders Employee unable, for any consecutive six-month a period of at least six (measured from 6) months, effectively to perform the first date on which Employee is absent from work due to such disability to obligations, duties and responsibilities of Employee’s employment with Employer); (c) the same date in termination of Employee’s employment by Employer for Cause (as hereinafter defined); (d) Employee’s resignation; and (e) the sixth succeeding calendar monthtermination of Employee’s employment by Employer without Cause. As used herein, or, if there is no such date or such date is not a business day, the next succeeding business day) (which “Cause” shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means mean Employer’s good faith determination of: (i) fraud Employee’s dishonest, fraudulent or misappropriation with respect illegal conduct relating to the business of the Company or intentional material damage to the property or business of the Company, Employer; (ii) Employee’s willful failure by Employee to perform his breach or habitual neglect of Employee’s duties and responsibilities and to carry out his authority, or obligations in connection with Employee’s employment; (iii) willful malfeasance or misfeasance or breach Employee’s misappropriation of fiduciary duty or representation to the Company or its stockholders, Employer funds; (iv) willful failure to act in accordance with any specific lawful instructions Employee’s conviction of a majority felony or any other criminal offense involving fraud or dishonesty, whether or not relating to the business of the Board of Directors of the Company, Employer or Employee’s employment with Employer; (v) conviction Employee’s excessive use of Employee alcohol; (vi) Employee’s unlawful use of a felony controlled substances or other addictive behavior; (which shall be referred vii) Employee’s unethical business conduct; (viii) Employee’s breach of any statutory or common law duty of loyalty to as a "For Cause Termination"); Employer; or (cix) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a ’s material breach of this Agreement, the Non-Competition and Non-Solicitation Agreement between Employer and Employee entered into on the date hereof or as may be amended from time to time (the “Non-Competition Agreement”), the Confidentiality and Intellectual Property Agreement between Employer and Employee entered into on the date hereof or as may be amended from time to time (the “Confidentiality Agreement”) or the Change in Control Agreement. Upon termination of Employee’s employment with Employer for any reason, Employee will promptly return to Employer all materials in any form acquired by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to Employee as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving result of such notice. For purposes employment with Employer, and all property of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyEmployer.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by Notwithstanding any provision of an employment agreement between the Participant and the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical an Affiliate or mental disability any severance plan that provides for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar monthdifferent treatment, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect if, prior to the business of Vesting Commencement Date, the Participant’s Employment with the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time Affiliates terminates for any reason other than those described in Sections 5(b) or Section 6 (including as a For result of termination of the Participant’s Employment without Cause Terminationor due to Retirement), Death Termination or Inability Termination (which then all portions of the Award and all Retained Distributions relating thereto shall be referred completely forfeited on the date of any such termination, and (ii) if, on or following the Vesting Commencement Date but prior to as a "No Cause Termination"); (d) by Employee at the Vesting Date with respect to any time portion of the Award, the Participant’s Employment with the Company and its Affiliates terminates for any reason other than a "Constructive Termination" those described in Section 5(b), (as defined belowc) or (which d) or in Section 6, then the RSUs covered by such portion of the Award and all Retained Distributions relating thereto shall be referred to completely forfeited on the date of any such termination. b) If, on any date while RSUs are outstanding hereunder, the Participant’s Employment terminates as a "Voluntary Termination"); orresult of his or her death or Disability, then, to the extent the RSUs were not extinguished or forfeited prior to such termination of Employment, the RSUs and all Retained Distributions relating thereto shall fully vest on the date of any such termination, and Shares subject to the RSUs shall be issued or transferred to the Participant (along with the Retained Distributions relating thereto) as soon as practicable, but no later than 60 days, following such termination of Employment. (ec) by Employee within 30 days If, on or after the occurrence Vesting Commencement Date and prior to a Change of one or more of Control, the following: Participant’s Employment (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction terminates as a result of his or her Retirement (taking into account the provision in the salaries of all senior executives definition thereof relating to the status of the Company in response to adverse economic conditions, transactions contemplated by the Merger Agreement) or (ii) a material breach of this Agreement is terminated by the Company, Company and its Affiliates for any reason other than for Cause (iiix) on a material reduction in Employee's total compensation and benefits package date when the Participant satisfies the requirements for Retirement or (ivy) on a date when the Company's giving notice of Participant does not satisfy the non-renewal of this Agreement at requirements for Retirement, but the end of Participant would satisfy the term then in effect pursuant to Paragraph 1 hereof requirements for Retirement during a Severance Period (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or ), based solely on whether the Participant has attained the relevant age and service requirements in the definition of Retirement and without regard to the status of the transactions contemplated by the Merger Agreement (iii) the “Age and Service Requirements”)), then the RSUs and all Retained Distributions relating thereto shall fully vest on the date of such event or circumstance termination of Employment; and Shares subject to the RSUs shall be continuing issued or transferred to the Participant (along with the Retained Distributions relating thereto) as soon as practicable, but no later than 60 days, following such termination of Employment. d) If, on or after the Vesting Commencement Date and prior to a Change of Control, the Participant’s Employment is terminated by the Company and its Affiliates for any reason other than for Cause (unless such termination is due to death or Disability) on a date when the Participant does not satisfy the Age and Service Requirements and the Participant would not satisfy such requirements by the end of 45 days a Severance Period, then the RSUs that were scheduled to vest on any Vesting Dates that occur before the end of a Severance Period, and any Retained Distributions relating thereto, shall become vested, and Shares subject to such RSUs shall be issued or transferred to the Participant (along with the Retained Distributions relating thereto) as soon as practicable, but no later than 60 days, following such termination of Employment. The portion of the RSUs that have a Vesting Date after the giving end of a Severance Period and any Retained Distributions related thereto shall be completely forfeited on the date of any such noticetermination. For purposes of Paragraph 6(cthis Section 5, a temporary leave of absence shall not constitute a termination of Employment or a failure to be continuously employed by the Company or any Affiliate regardless of the Participant’s payroll status during such leave of absence if such leave of absence is approved in writing by the Company or any Affiliate; provided, that such leave of absence constitutes a bona fide leave of absence and not a Separation From Service under Treas. Reg. 1.409A-1(h)(1)(i). Notice of any such approved leave of absence should be sent to the Company at One Time Warner Center, New York, New York 10019, attention: Director, Global Stock Plans Administration, but such notice shall not be required for the leave of absence to be considered approved. Furthermore, if you are subject to an employment agreement that provides you the right to terminate your employment if the Company or one of its Subsidiaries is in material breach of its obligations thereunder, then if you terminate your employment as a result of a material breach, it will be deemed a termination without Cause for purposes of this Section 5, regardless of whether it occurs prior to, upon or after the closing of the transactions contemplated by, or following the termination of, the Merger Agreement. In the event the Participant’s Employment with the Company or any of its Affiliates is terminated, the Participant shall have no claim against the Company with respect to the RSUs and related Retained Distributions, if any, other than as set forth in this Section 5 (and, if applicable, Section 6), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in provisions of this Section 5 (and, if applicable, Section 6) being the best interest sole remedy of the CompanyParticipant with respect thereto.

Termination of Employment. Employee's 22.1 The Company may terminate your employment under this Agreement may be terminatedwith immediate effect by serving written notice of immediate termination on you in the event that you: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date are, in the sixth succeeding calendar monthreasonable view of the Board, orguilty of gross misconduct, if there is no such date wilful and serious neglect of duty, material dishonesty, gross incompetence or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")gross negligence; (b) by infringe (in a manner which the Company for Cause, which means (i) fraud Board reasonably considers to be material or misappropriation with respect prejudicial to the business interests of the Company or intentional material damage any Group Company) any rules or regulations imposed by any regulatory or other external authority or professional body applicable to your employment or which regulate the property performance of your duties, the Company's business or business the listing of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance shares or misfeasance or breach securities of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure any Group Company on a recognised investment exchange or you fail to act in accordance with continue to possess any specific lawful instructions of a majority of the Board of Directors of the Company, qualification or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination")meet any condition or requirement laid down by any such applicable regulatory authority or professional body or by any legislation or regulations; (c) by act in a way which in the reasonable view of the Board brings you, the Company at or any time for Group Company into material disrepute, whether or not such act is directly related to the affairs of the Company or any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination")Group Company; (d) by Employee at breach clause 3.3 of this agreement, violate any time for rules of the Company relating to your dealings with the shares of the Company or any reason Group Company and/or enter into any transaction which contravenes the insider dealing provisions contained in the Criminal Justice Xxx 0000 or any other statutory provision; (e) become bankrupt, have an interim order made against you under the Insolvency Xxx 0000 or make any composition or enter into any deed of arrangement with your creditors or the equivalent of any of these under any other jurisdiction; (f) are convicted of a criminal offence (other than a "Constructive Termination" (as defined below) (motoring offence for which shall be referred you are not sentenced to as a "Voluntary Termination"any term of imprisonment, whether immediate or suspended); or (eg) by Employee within 30 days after the occurrence become disqualified from acting as a director of one a company or more of the following: (i) resign from any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives office you hold as a director of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by or any Group Company otherwise than at the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice written request of the non-renewal of this Agreement at Company or with the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest prior written consent of the Company. 22.2 In the event of the termination of your employment pursuant to clause 22.1, you shall not be entitled to receive notice of termination in accordance with clause 6.1 of this agreement or any payment in lieu of notice in accordance with clause 6.2 of this agreement. 22.3 You agree that you will, on the termination of your employment, transfer to the Company (or as the Company may direct) any shareholdings held by you on behalf of the Company or any Group Company, subject to and in accordance with the Company's articles of association from time to time.

Termination of Employment. A. Employee's ’s employment under this Agreement may be terminated:hereunder shall terminate automatically upon his death. (a) by B. If the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from determines in good faith that the first date on which Disability of Employee is absent from work due to such disability to has occurred during the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business dayEmployment Period, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business may notify Employee of the Company’s intention to terminate Employee’s employment hereunder for Disability. In such event, (ii) willful failure by Employee’s employment hereunder shall terminate effective on the fifth day of the ninth month following the date such notice of termination is given to Employee. For purposes of this Agreement, the “Disability” of Employee shall be deemed to have occurred if Employee shall have been unable to perform his duties and responsibilities and to carry out his authorityhereunder on a full-time basis for an aggregate of 90 days within any given period of 365 consecutive days, (iiiexcluding any leaves of absence approved by the Board and the number of days of accrued vacation of Employee) willful malfeasance as a result of his physical or misfeasance mental incapacity; provided that, if Employee has a physical or breach of fiduciary duty mental impairment that substantially limits one or representation to more major life activities, as defined under the Americans with Disabilities Act, the Company or its stockholders, (iv) willful failure may extend the 90-day period to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination");reasonably accommodate Employee’s impairment. (c) by the C. The Company may terminate Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with the breach by Employee of his duties as an across-the-board reduction in the salaries of all senior executives employee of the Company in response Company, which breach is materially detrimental to adverse economic conditionsthe Company, monetarily or otherwise, (ii) the failure of Employee to comply in any material respect with any written or oral direction of the Board of Managers which reasonably relates to the performance of his duties that he is physically able to perform and which would not require him to perform an illegal act or breach any agreement to which the Company is a material breach of this Agreement by the Companyparty, (iii) a material reduction the failure of Employee to substantially perform his duties as an employee (other than such failure resulting from illness of injury to Employee or Employee’s physical or mental capacity), after demand for substantial performance is delivered by the Company to Employee that specifically identifies the manner in Employee's total compensation and benefits package or which the Company believes that Employee has not substantially performed his duties, (iv) the Company's giving notice commission by Employee of any criminal act that constitutes a felony or involves fraud, dishonesty, or moral turpitude, (v) Employee’s failure to render the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice services to the Company as contemplated under this Agreement as a result of Employee's determination of alcohol, drug or other similar addiction, (vi) the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c)willful, no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done material violation by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of any employer policies of the Company, and its Affiliates, and (viii) the material breach by Employee of any of his material covenants and agreements contained in this Agreement.

Termination of Employment. The Employee's employment under this Agreement shall terminate upon the Employee's resignation or death, and may be terminated:terminated by the Board on account of the Employee's Disability (as defined below), for Cause (as defined below), or without Cause. (a) by If the Company upon Employee dies during the term of his employment hereunder, the Corporation shall be obligated to pay to the Employee's death estate all earned but unpaid Base Salary through the date of his death. (which b) If the Employee shall be referred to as a become physically or mentally disabled ("Death TerminationDisability") during the term of this Employment Agreement such that (i) in the Board's good faith judgement, he is permanently incapable of properly performing each of the duties customarily performed by him hereunder, or Employee's physical (ii) such Disability lasts for a period of 60 consecutive days or mental disability for 90 days in any consecutive six-month period (measured from and the first date on which Corporation elects to treat such Disability as being permanent in nature, then the Corporation shall be obligated to pay to the Employee is absent from work all earned but unpaid Base Salary due to the Employee hereunder through the date of such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination");termination. (c) If the Employee is terminated by the Company at any time for any reason other than a For Cause TerminationCorporation without Cause, Death Termination then, provided that the Employee has not breached the provisions of Sections 8, 9, or Inability Termination (which 10 hereof, the Employee shall be referred entitled to as receive his Base Salary in equal monthly installments for a "No Cause Termination");period of twelve months from the date of such termination. (d) by If the Employee at any time is terminated for any reason other than a "Constructive Termination" (as defined below) (which Cause or the Employee resigns, the Employee shall be referred entitled to as a "Voluntary Termination"); orreceive only his Base Salary through the date of termination. (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salaryAs used herein, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which "Cause" shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.mean:

Termination of Employment. Employee's employment and this Agreement shall terminate upon the earliest to occur of any of the following events (the actual date of such termination being referred to herein as the "Termination Date"): a. The termination of the Agreement pursuant to Section 2. b. Employee's employment pursuant hereto shall terminate in the event of the death of Employee. c. Employer may terminate Employee's employment under this Agreement may be terminatedfor cause without any prior notice, upon the occurrence of any of the following events: (a1) any embezzlement or wrongful diversion of funds of Employer or any affiliate of Employer by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b2) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure gross malfeasance by Employee in the conduct of Employee's duties; (3) material breach of this Agreement; (4) gross neglect by Employee in carrying out Employee's duties; or (5) the failure of Employee to be able to perform his Employee's duties and responsibilities and hereunder for a period of not less than thirty days by reason of disability. For purposes of this Agreement, Employee shall be deemed to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of have become disabled when the Board of Directors of Employer, upon the Company, or (v) conviction of Employee advice of a felony qualified physician, shall have determined that Employee has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing Employee's duties under this Agreement. Before making any termination decision pursuant to this Section 6(c)(5), the Board of Directors of Employer shall determine whether there is any reasonable accommodation (within the meaning of the Americans with Disabilities Act) which would enable Employee to perform the essential functions of Employee's position under this Agreement despite the existence of any such disability. If such a reasonable accommodation is possible, Employer shall be referred to as a "For Cause Termination"make that accommodation and shall not terminate Employee's employment hereunder based on such disability. d. If Employee's employment is terminated for any of the reasons specified in Section 6(b); , (c) by or (f), Employer shall no longer be obligated to make the Company at payments specified under Section 3 or to pay to Employee any time other compensation or benefits whatsoever, except as may otherwise be provided in Section 6(e) or (f). Notwithstanding the foregoing, if for any reason other than a For Cause TerminationEmployee's employment is terminated hereunder, Death Termination any compensation payable under Sections 3(a) or Inability Termination (3(b) which shall have been earned but not yet paid shall be referred paid by Employer to Employee or Employee's estate, as a "No Cause Termination");the case may be. e. Employee shall have the right to terminate Employee's employment hereunder upon ninety days' notice to Employer after the occurrence of any of the following events: (d1) by a sale of all or substantially all of the assets of Employer to a third party for which Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination")does not continue in employment; or (e2) a merger or consolidation of Employer with an entity for which Employee does not continue in employment. If this Agreement is terminated by Employee within 30 days after under this Section 6(e), any then unvested Initial Options shall automatically become fully vested immediately upon termination. The foregoing provisions of this Section 6(e) shall not apply if the occurrence change of one ownership that would otherwise trigger Employee's termination right is caused by the registration by Employer or more its successors, of any class of equity securities pursuant to Section 12 of the following: (i) any reduction in Securities Exchange Act of 1934, as amended. f. Employer shall have the right to terminate Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation employment hereunder without prior notice and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")without cause; provided, however, no event or circumstance described in clause such event, Employee shall continue to receive his Base Salary for six (ii6) or (iii) months following the date of such termination. In such event, Employee shall give rise not be eligible to a "Constructive Termination" receive the Bonus for purposes of any quarter beyond the quarter in which Employee's employment is terminated. If this Agreement unless Employee shall have given notice to is terminated by Employer under this Section 6(f), any Initial Options that would otherwise vest on or before the Company of Employee's determination next anniversary date of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance Commencement Date shall automatically become fully vested immediately upon termination; however, any additional unvested Initial Options shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companycancelled upon termination.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) In the event that, prior to the Expiration Date, a Sale is consummated and as a result of such Sale your employment with the Company and its affiliates is terminated by the Company upon Employee's death (which shall be referred to including for Constructive Termination but not with New Employment, both as a "Death Termination"defined below) or Employee's physical or mental disability other than for any consecutive six-month period (measured Cause, then you will receive from the first date on which Employee is absent from work due Company or its successor a Termination Payment equal to such disability to one month for each full year of employment (with minimum of two months)(the “Termination Payment Severance Period”) multiplied by your monthly base salary in effect as of the same date Consummation Date. Payment of this Termination Payment will be made in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business daycash lump sum within ten (10) (which shall be referred to as an "Inability Termination");days following termination of your employment. (b) In the event that, prior to the Expiration Date, a sale of either the Company’s associated center division or the Company’s center division is consummated and as a result of such sale your employment with the Company and its affiliates is terminated by the Company (including for Constructive Termination but not with New Employment) other than for Cause, which means and you have not received a Retention Payment under paragraph 1, then you will receive from the Company or its successor a Termination Payment equal to the sum of (i) fraud or misappropriation with respect to the business Termination Payment Severance Period plus (ii) three (the “Termination Benefit Amount”), multiplied by your monthly base salary in effect as of the Consummation Date. Payment of this Termination Payment will be made in a cash lump sum within ten (10) days following termination of your employment. (c) For purposes of this Agreement “Cause” shall mean (1) your willful and continued failure to substantially perform you duties with the Company (other than any such failure resulting from the incapacity due to physical or intentional material damage mental illness) after a written demand for substantial performance is delivered to the property or business of you by the Company, which demand specifically identifies the manner in which the Company believes that you have not substantially performed your duties, or (ii2) your willful failure by Employee to perform his duties engaging in conduct which is demonstrably and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation materially injurious to the Company or its stockholderssubsidiaries, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, monetarily or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such noticeotherwise. For purposes of Paragraph 6(c)clauses (1) and (2) of this definition, no act act, or failure to act act, on Employee's your part shall be considered "deemed “willful" ” unless knowingly done done, or failed omitted to be done done, by Employee you not in bad good faith and without the reasonable belief that Employee's action your act, or omission failure to act, was in the best interest of the Company. (d) For purposes of this Agreement, “Constructive Termination” shall mean (i) a material diminution in your title, (ii) a material diminution in your duties, responsibilities or authority or (iii) the Company headquarters is moved such that your one-way commute is increased by more than 20 miles from its current distance, any of which occur without your prior consent. For purposes of this Agreement, “New Employment” shall mean employment by the purchaser of the Company’s associated center division and/or the Company’s center division following termination by the Company.

Termination of Employment. Employee's (a) The Executive’s employment hereunder shall terminate upon the Executive’s death. (b) The Company may terminate the Executive’s employment hereunder as set forth in Section 2 above, and under this Agreement may be terminatedthe following circumstances: (ai) by the Company upon Employee's death (which shall be referred to If, as a "Death Termination") result of the Executive’s incapacity due or Employee's other disability owing to physical or mental illness, the Executive shall have been unable to perform all of the Executive’s material duties hereunder by reason of illness, or physical or mental disability or other similar capacity, which inability shall continue for more than two (2) consecutive months, the Company may terminate the Executive’s employment hereunder. (ii) The Company may terminate the Executive’s employment hereunder for “Cause.” For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon the (A) failure of the Executive (other than for reasons described in Sections 7(a) and 7(b)(i) hereof) to perform or observe any consecutive six-month period of the material terms or provisions of this Agreement; (measured B) negligent or unsatisfactory performance of the Executive’s duties under this Agreement and the failure of the Executive, within 10 days after receipt of notice from the first date on which Employee is absent from work due to such disability to Company setting forth in reasonable detail the same date in nature of the sixth succeeding calendar monthExecutive’s negligent or unsatisfactory performance, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud to provide the Company with a reasonably satisfactory explanation of the Executive’s actions (or misappropriation with respect inaction) and (ii) to correct to the business satisfaction of the Company any reasonably identified deficiencies; (C) employment- or intentional material damage to profession-related misconduct or other employment- or profession-related similar action on the property part of the Executive; (D) conviction of the Executive of a crime involving a felony, fraud, embezzlement or business the like; or (E) misappropriation of the Company funds or misuse of the Company, (ii) willful failure ’s assets by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the CompanyExecutive, or (v) conviction other act of Employee of a felony (which shall be referred to as a "For Cause Termination");dishonesty by Executive. (c) Any termination of the Executive’s employment by the Company at any time for any reason or by the Executive (other than a For Cause pursuant to Section 7(a) hereof) shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 11(c) hereof, Death Termination or Inability Termination (which shall be referred indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to as provide a "No Cause Termination");basis for termination of the Executive’s employment under the provision so indicated. (d) For purposes of this Agreement, the “Date of Termination” shall mean (i) if the Executive’s employment is terminated by Employee at any time for any reason other than a "Constructive Termination" the Executive’s death, the date of the Executive’s death; (as defined belowii) if the Executive’s employment is terminated pursuant to Section 7(b)(i) hereof, thirty (which shall be referred to as a "Voluntary Termination"); or (e30) by Employee within 30 days after the occurrence Notice of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such thirty (ii30) or day period; (iii) if the Executive’s employment is terminated pursuant to Section 7(b)(ii) hereof, the date specified in the Notice of Termination (which date, in the case of termination of Executive’s employment solely pursuant to clause (B) of Section 7(b)(ii) by reason of inadequate performance, shall give rise to a "Constructive not be sooner than thirty (30) days from the date of the Notice of Termination" ); and (iv) if the Executive’s employment is terminated for purposes any other reason, the date on which the Notice of Termination is given. (e) Following termination of this Agreement unless Employee Agreement, Executive shall have given notice promptly make himself reasonably available to assist the Company of Employee's determination of the occurrence of an event with any information or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyother requests.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) If on, or at any time following, the first anniversary of the Grant Date and prior to the Vesting Date, (i) the Grantee’s employment is terminated by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) one of its Subsidiaries by the Company for Cause, which means (i) fraud or misappropriation with respect to the business reason of the Company or intentional material damage to the property or business of the Companyhis Disability, (ii) willful failure by Employee the Grantee's employment is terminated due to perform his duties and responsibilities and to carry out his authoritydeath, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Grantee’s employment is terminated by the Company or one of its stockholdersSubsidiaries other than for Cause or Disability (and excluding any termination occurring within the one (1) year period commencing on the date of a Change in Control), (iv) willful failure to act in accordance the Grantee resigns from employment with the Company or one of its Subsidiaries for Good Reason (and excluding any specific lawful instructions termination occurring within the one (1) year period commencing on the date of a majority of the Board of Directors of the CompanyChange in Control), or (v) conviction the Company exercises its right to cancel any Incentive Units under Section 8(d) while Grantee is employed by the Company, then, in the case of Employee clause (i), (ii), (iii), (iv) or (v) above, a portion of the Incentive Units calculated by multiplying the total number of Incentive Units granted hereunder by a fraction (the numerator of which is the number of completed calendar months that have lapsed from the Grant Date to the date of termination (or in the case of (v) above, the date the Company exercises its rights under Section 8(d), below), and the denominator of which is 36), shall become immediately vested on the date of such employment termination (or in the case of (v) above, the date the Company exercises its rights under Section 8(d), below). (b) If, within the one (1) year period commencing on the date of a felony Change in Control, (which i) the Grantee’s employment is terminated by the Company or one of its Subsidiaries other than for Cause or Disability, or (ii) the Grantee resigns from employment with the Company or one of its Subsidiaries for Good Reason, then, any Incentive Units that have not vested prior to such time shall be referred to as a "For Cause Termination");become immediately vested on the date of such employment termination. (c) by Any unvested Incentive Units that do not become vested in connection with the Company at any time for any reason other than a For Cause Termination, Death Termination Grantee’s termination of employment in accordance with Section 3(a) or Inability Termination (which b) of this Agreement shall be referred to as a "No Cause Termination");forfeited immediately upon the Grantee’s termination of employment. (d) by Employee at To the extent any time payments provided for any reason other than a "Constructive Termination" (under this Agreement are treated as defined below) (which shall be referred “nonqualified deferred compensation” subject to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more Section 409A of the following: Code, (i) any reduction this Agreement shall be interpreted, construed and operated in Employee's base salary, unless such reduction is being made in conjunction accordance with an across-the-board reduction in the salaries of all senior executives Section 409A of the Company in response to adverse economic conditionsCode and the Treasury regulations and other guidance issued thereunder, (ii) if on the date of the Grantee’s separation from service (as defined in Treasury Regulation §1.409A-1(h)) with the Company or one of its Subsidiaries the Grantee is a material breach specified employee (as defined in Section 409A of this Agreement by the CompanyCode and Treasury Regulation §1.409A-1(i)), no payment constituting the “deferral of compensation” within the meaning of Treasury Regulation §1.409A-1(b) and after application of the exemptions provided in Treasury Regulation §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to the Grantee at any time prior to the earlier of (A) the expiration of the six (6) month period following the Grantee’s separation from service or (B) the Grantee’s death, and any such amounts deferred during such applicable period shall instead be paid in a lump sum to the Grantee (or, if applicable, to the Grantee’s estate) on the first payroll payment date following expiration of such six (6) month period or, if applicable, the Grantee’s death, and (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of conforming this Agreement unless Employee shall have given notice to the Company of Employee's determination Section 409A of the occurrence Code, any reference to termination of an event employment, termination or circumstance described separation from employment, resignation from employment or similar terms shall mean and be interpreted as a “separation from service” as defined in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such noticeTreasury Regulation §1.409A-1(h). For purposes of Paragraph 6(capplying Section 409A of the Code to this Agreement (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), no act or failure each payment that the Grantee may be entitled to act on Employee's part receive under this Agreement shall be considered "willful" unless knowingly done or failed to treated as a separate and distinct payment and shall not collectively be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companytreated as a single payment.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by In addition to termination pursuant to paragraph 5, the Company upon Employee's death may discharge the Employee and thereby terminate his employment hereunder for the following reasons (which shall be referred to as a "Death TerminationFor Cause") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means ): (i) fraud or misappropriation with respect to habitual intoxication which materially affects the business Employee's performance; (ii) drug addiction; (iii) conviction of a felony adversely affecting the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee Employee's ability to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, hereunder; (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or adjudication as an incompetent; (v) conviction misappropriation of Employee corporate funds or other acts of a felony dishonesty; or (which shall be referred to as a "For Cause Termination"); (cvi) by the Employee's breach of this Agreement in any other material respect. In the event that the Company at any time for any reason other than a For Cause Terminationshall discharge the Employee pursuant to this paragraph 6, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) shall not have any further obligations or liability under this Agreement. In the event of either a material breach of this Agreement by the Company or a change in control of the Company, (iii) a material reduction in as defined below, at Employee's total compensation and benefits package or option, Employee shall have the right to terminate this Agreement. Upon such election to terminate by Employee: (iva) the Companyprovisions of Section 8 herein shall be deemed terminated and (b) Employee shall receive a lump sum payment from the Company which shall equal to (i) the total of Employee's giving notice of salary plus all incentive compensation for the non-renewal of this Agreement at the end remaining portion of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); providedof this Agreement, however, no event or circumstance described in clause plus (ii) the cash value of all benefits which would have been received by Employee for the remaining portion of the term of this Agreement, plus (ii) the cash value of all unexercised stock options (whether or (iiinot vested) shall give rise to a "Constructive Termination" for or the cashless exercise value thereof. For the purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination Section, a "change in control of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance Company" shall be continuing as deemed to occur upon the transfer of ownership of 35% or more of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest voting control of the Company.

Termination of Employment. Employee's employment under Except as provided in this Agreement may be terminated: paragraph 4, section (a) and in paragraph 9 below or as otherwise may be determined by the Company upon Employee's death Board, if the Employee ceases to be an Employee of the Corporation or any of its Affiliates (which shall be referred to as a "Death Termination"defined in the Plan) or Employee's physical or mental disability for any consecutive six-month period (measured from reason, all Shares which at the first date time of such termination of employment are subject to the restrictions imposed by paragraph 2 above shall upon such termination of employment be forfeited and returned to the Corporation. Except as otherwise specifically determined by the Human Resources Committee in its absolute discretion on which a case by case basis, if the Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) terminated by the Company Corporation or any of its Affiliates for any reason (other than for Cause, which as defined below, or for failure to meet performance expectations, as determined by the Chief Executive Officer of the Corporation), or if the Employee ceases to be an employee of the Corporation or any of its Affiliates by reason of death or total or partial disability, full ownership of the Shares will occur to the extent not previously earned, upon lapse of the Restriction Period as set forth in paragraph 2, provided in every case, that Employee, upon request of the Corporation, shall execute a Separation Agreement and Release in connection with termination of his or her employment, such agreement to be in form and substance satisfactory to the Corporation in its absolute discretion. As used herein, the term “Cause” means (i1) fraud the conviction of a participant for committing a felony under federal law or misappropriation with respect to the business law of the Company or intentional material damage to the property or business of the Companystate in which such action occurred, (ii2) dishonesty in the course of fulfilling a participant’s employment duties or (3) willful and deliberate failure by Employee on the part of a participant to perform his employment duties in any material respect, or such other events as will be determined by the Committee. The Committee will have the sole discretion to determine whether “Cause” exists, and responsibilities and its determination will be final. If the Employee ceases to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority be an employee of the Board Corporation or any of Directors its Affiliates by reason of normal or early retirement, full ownership of the CompanyShares will occur upon lapse of the Restriction Period as set forth in paragraph 2 and dividends will be paid through such period, or (v) conviction in each case on a pro-rata basis, calculated based on the percentage of time such Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) was employed by the Company at Corporation or any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall of its Affiliates from the Commencement Date through the date the Employee ceases to be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more an employee of the following: (i) Corporation or any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")its Affiliates; provided, however, no event or circumstance described in clause that full ownership of the Shares (iiversus pro rata ownership) or (iii) shall give rise to a "Constructive Termination" for purposes will occur upon lapse of this Agreement unless such Restriction Period if the Employee shall have given notice has reached age 60 at the time of retirement and such retirement is at least 2 years subsequent to the Company date of grant, or such retirement is at least 6 months subsequent to the date of grant and Employee has retired due to unforeseen hardship or circumstances beyond the control of Employee's determination , as reasonably determined by the Human Resources Committee of the occurrence Board, in its absolute discretion. Notwithstanding anything to the contrary herein, no vesting or ownership of an event or circumstance described in clause (ii) or (iii) and such event or circumstance Shares shall be continuing as occur following termination of employment for any reason unless Employee, upon request of the end Corporation, shall execute a Separation Agreement and Release in connection with such termination of 45 days after the giving of employment, such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed agreement to be done by Employee in bad faith form and without substance satisfactory to the reasonable belief that Employee's action or omission was Corporation in the best interest of the Companyits absolute discretion.

Termination of Employment. Employee's employment under this Agreement may be terminatedIf the Chief Executive Officer: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, shall become incapacitated from any cause whatsoever from efficiently performing his duties hereunder for twelve (12) consecutive months; or (ii) willful failure by Employee shall be or become of unsound mind or be or become a patient for any purpose of any (or any part thereof) relating to perform his duties and responsibilities and to carry out his authority, mental health; or (iii) willful malfeasance shall be or misfeasance become prohibited by law from being a director; or (iv) shall be guilty of misconduct or shall commit any serious or persistent breach of fiduciary duty or representation any of his obligations to the Company or its stockholders, any Associated Company (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, whether under this Agreement or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"otherwise); or (ev) shall fail or neglect to comply with any reasonable and lawful orders given to him by Employee within 30 days after the occurrence of one or more Company; or (vi) shall fail, in the reasonable opinion of the following: Board, to perform his duties competently (iafter having received prior written warning of the shortcomings of his performance) any reduction then the Company shall be entitled by notice in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in writing to the salaries Chief Executive Officer to terminate forthwith his employment under this Agreement. (vii) If the employment of all senior executives the Chief Executive Officer shall be terminated by reason of the liquidation of the Company in response for the purpose of amalgamation or reconstruction or as part of any arrangement for the amalgamation of the undertaking of the Company not involving liquidation and the Chief Executive Officer shall be offered employment with the amalgamating or reconstructed company of a status and on terms not less favorable to adverse economic conditions, (ii) a material breach the Chief Executive Officer than the terms of this Agreement Agreement, the Chief Executive Officer shall have no claim against the Company in respect of the termination of his employment by the Company, (iii) a material reduction in Employee's total compensation and benefits package Company hereunder. Any delay or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to forbearance by the Company in exercising any right of Employee's determination termination shall not constitute waiver of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyit.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) If the Participant's employment with the Company is terminated prior to the end of the Restricted Period by the Company upon Employee's death (without Cause or on account of the Participant’s Retirement, Total Disability or death, the Participant will vest in a pro-rata portion of the Restricted Units as of the Participant’s termination date. The pro-rata portion of the Restricted Units that vest will be determined by multiplying the number of Restricted Units granted hereunder by a fraction, which fraction shall be referred equal to as a "Death Termination") or Employee's physical or mental disability the number of full calendar months which have elapsed under the Restricted Period at the time of such termination of employment divided by thirty-six. If the Participant’s employment with the Company terminates for any consecutive six-month period (measured from the first date other reason, Participant shall immediately forfeit any and all Restricted Units that have not vested or do not vest on which Employee is absent from work due to such disability or prior to the same Participant’s termination date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by and neither the Company for Cause, which means nor any Subsidiary shall have any further obligations to the Participant under this Agreement. For purposes of this Agreement: (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with “Cause” will mean any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) the Participant’s conviction in a court of law of a felony, or any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries crime or offense involving misuse or misappropriation of all senior executives of the Company in response to adverse economic conditionsmoney or property, (ii) a material breach the Participant’s violation of this Agreement by any covenant, agreement or obligation not to disclose confidential information regarding the Companybusiness of the Company (or Subsidiary), (iii) a material reduction in Employee's total compensation and benefits package any violation by the Participant of any covenant not to compete with the Company (or Subsidiary), (iv) any act of dishonesty by the Company's giving notice Participant which adversely effects the business of the non-renewal of this Agreement at the end Company (or Subsidiary), (v) any willful or intentional act of the term then in effect pursuant to Paragraph 1 hereof (Participant which shall be referred to as a "Constructive Termination"); providedadversely affects the business of, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes reflects unfavorably on the reputation of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event (or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(cSubsidiary), no act (vi) the Participant’s use of alcohol or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without drugs which interferes with the reasonable belief that Employee's action or omission was in the best interest Participant’s duties as an employee of the Company.the

Termination of Employment. (a) The Employee's employment with the Company shall terminate upon the occurrence of any of the following events: (i) on December 31, 2010 (absent a Change in Control (as defined below) and absent the parties having entered into a written agreement for the renewal or extension of this Agreement); (ii) the death of the Employee during the Term of Employment; (iii) at any time upon written notice to the Employee from the Company of termination of his employment due to Disability (as defined below) of the Employee during the Term of Employment; (iv) at any time upon written notice to the Employee from the Company of termination of his employment for Cause (as defined below); (v) at any time upon written notice to the Employee from the Company of termination of his employment Without Cause (as defined below); (vi) the resignation by the Employee for Good Reason (as defined below) during the Term of Employment; (vii) the resignation by the Employee Without Good Reason (as defined below) during the Term of Employment; or (viii) in the event of a Change in Control (as defined below), on the date (the "Retention Date") that is the earlier of (A) the first Anniversary of the Change in Control Date (as defined below) and (B) June 30, 2011; provided, that the Change in Control Date shall be on or prior to December 31, 2010. If the Retention Date shall occur after December 31, 2010, the Term of Employment shall be extended through and until such Retention Date, unless otherwise terminated in accordance with this Agreement. The period beginning on the Change in Control Date and ending on the Retention Date is referred to herein as the "Retention Period". (b) For purposes of this Agreement, the "Disability" of the Employee shall mean the Employee's inability, because of mental or physical illness or incapacity, whether total or partial, to perform one or more material functions of the Employee's employment under this Agreement may be terminated: (a) by with or without reasonable accommodation and which entitles the Company upon Employee's death (which shall be referred Employee to as receive benefits under a "Death Termination") disability plan or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee program that is absent from work due to such disability provided to the same date in the sixth succeeding calendar month, orEmployee pursuant to Section 3(c), if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyany.

Termination of Employment. Employee's employment under this (a) This Agreement may be terminated: (a) terminated by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company Employer at any time without prior notice for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after cause upon the occurrence of one or more of the following: following events: (i) any reduction in Employee's base salaryIn the event the Employee shall be adjudicated guilty of fraud, unless such reduction is being made in conjunction with an across-the-board reduction dishonesty or other acts of misconduct in the salaries rendering of all senior executives services on behalf of the Company in response to adverse economic conditions, Employer by a court of competent jurisdiction; (ii) a material breach In the event the Employee shall fail or refuse to faithfully or diligently perform the provisions of this Agreement by or the Company, usual and customary duties of his employment; (iii) a material reduction In the event the Employer determines to sell or reduce to cash substantially all of the assets of Employer, or to distribute the Employer's assets to its stockholders in Employee's total compensation and benefits package liquidation, or to discontinue the business of the Employer; (iv) In the Company's giving notice event the Employee accepts (without having obtained the prior written consent of Employer) employment with any other company; (v) In the event the Employee shall become (without having obtained the prior written consent of the non-Employer) a holder of five (5%) of the issued and outstanding voting securities of a competitor of the Employer, a director of a competitor of Employer, or an officer, agent or employee of another company; (vi) In the event the Employee fails to render the services and perform his duties as provided hereunder; (vii) In the event of any wilful or repeated failure to comply with any of the rules and policies established by Employer; (b) In the event of illness or other incapacity which such illness or other incapacity shall continue for a period of more than one hundred eighty (180) days, the Employer shall have the right, on forty five (45) days notice to Employee, to terminate this Agreement. In such event, the Employer shall be obligated to pay to Employee his compensation up to the date of termination. However, if prior to the date specified in such notice, Employee's illness or incapacity shall have terminated, and he shall have taken up and performed his duties as required hereunder, Employee shall be entitled to resume his employment hereunder as though such notice had not been given. (c) In the event Employer does exercise its right of termination, other than for cause, all obligations of the parties to this Agreement shall cease, except for Employer's obligation to pay to Employee the lesser of (i) his current base salary for one year from the date of termination plus the cash value of any accrued benefits or (ii) the aggregate amount of his current base salary plus the cash value if any benefits during the remaining Term, exclusive of any renewal or extension. In the event of termination for cause, Employer shall pay Employee any unpaid portion of his annual salary for the period up to the date of termination and any accrued benefits up to the date of termination. In the event of any termination of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); providedfor any reason, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described obligations set forth in clause (ii) or (iii) Sections 7, 8 and 9 herein shall survive such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companytermination.

Termination of Employment. Employee's (a) The Executive’s employment hereunder shall terminate upon the Executive’s death. (b) The Company may terminate the Executive’s employment hereunder as set forth in Section 2 above, and under this Agreement may be terminatedthe following circumstances: (ai) by the Company upon Employee's death (which shall be referred to If, as a "Death Termination") result of the Executive’s incapacity due or Employee's other disability owing to physical or mental illness, the Executive shall have been unable to perform all of the Executive’s material duties hereunder by reason of illness, or physical or mental disability or other similar capacity, which inability shall continue for more than two (2) consecutive months, the Company may terminate the Executive’s employment hereunder. (ii) The Company may terminate the Executive’s employment hereunder for “Cause.” For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon the (A) failure of the Executive (other than for reasons described in Sections 7(a) and 7(b)(i) hereof) to perform or observe any consecutive six-month period of the material terms or provisions of this Agreement; (measured B) negligent or unsatisfactory performance of the Executive’s duties under this Agreement and the failure of the Executive, within 10 days after receipt of notice from the first date on which Employee is absent from work due to such disability to Company setting forth in reasonable detail the same date in nature of the sixth succeeding calendar monthExecutive’s negligent or unsatisfactory performance, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud to provide the Company with a reasonably satisfactory explanation of the Executive’s actions (or misappropriation with respect inaction) and (ii) to correct to the business satisfaction of the Company any reasonably identified deficiencies; (C) employment- or intentional material damage to profession-related misconduct or other employment- or profession-related similar action on the property part of the Executive; (D) conviction of the Executive of a crime involving a felony, fraud, embezzlement or business the like; or (E) misappropriation of the Company funds or misuse of the Company, (ii) willful failure ’s assets by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination");Executive. (c) Any termination of the Executive’s employment by the Company at any time for any reason or by the Executive (other than a For Cause pursuant to Section 7(a) hereof) shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 10(c) hereof, Death Termination or Inability Termination (which shall be referred indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to as provide a "No Cause Termination");basis for termination of the Executive’s employment under the provision so indicated. (d) For purposes of this Agreement, the “Date of Termination” shall mean (i) if the Executive’s employment is terminated by Employee at any time for any reason other than a "Constructive Termination" the Executive’s death, the date of the Executive’s death; (as defined belowii) if the Executive’s employment is terminated pursuant to Section 7(b)(i) hereof, thirty (which shall be referred to as a "Voluntary Termination"); or (e30) by Employee within 30 days after the occurrence Notice of one or more Termination; provided, that the Executive shall not have returned to the performance of the following: Executive’s duties on a full-time basis during such thirty (i30) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, day period; (iii) a material reduction if the Executive’s employment is terminated pursuant to Section 7(b)(ii) hereof, the date specified in Employee's total compensation the Notice of Termination (which date, in the case of termination of Executive’s employment solely pursuant to clause (B) of Section 7(b)(ii) by reason of inadequate performance, shall not be sooner than thirty (30) days from the date of the Notice of Termination); and benefits package or (iv) if the Company's giving notice Executive’s employment is terminated for any other reason, the date on which the Notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyTermination is given.

Termination of Employment. Employee's employment under Notwithstanding any other provision of this Agreement Agreement, the Period of Employment may be terminated: (a) By the Company, in the event of the Employee's death, Disability (as hereinafter defined) or for Cause (as hereinafter defined). For purposes of this Agreement, "Cause" shall mean Employee's conviction of a crime involving an act or acts of dishonesty, fraud or moral turpitude by the Company upon Employee, which act or acts constitute a felony and the willful and continued failure to substantially perform Employee's death (which duties hereunder after receipt of written notice from the Company specifically setting forth such failure. For purposes of this Agreement, "Disability" shall be referred mean the inability of Employee, in the reasonable judgment of a physician appointed by the Board of Directors, to as a "Death Termination") perform his duties of employment for the Company or Employee's any of its subsidiaries because of any physical or mental disability or incapacity, where such disability shall exist for an aggregate period of more than 120 days in any 365-day period or for any period of 90 consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which days. The Company shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given written notice to the Company Employee specify the event relied upon for termination pursuant to this Subsection 5(a), and the Period of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance Employment hereunder shall be continuing deemed terminated as of the end of 45 days after the giving date of such notice. For purposes In the event of Paragraph 6(cany termination under this Subsection 5(a), the Company shall pay all amounts then due to the Employee under Section 3(a) of this Agreement, in addition to any severance payments required by law, and, if such termination was due to Cause, the Company shall have no act or failure further obligations to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyunder this Agreement.

Termination of Employment. Employee's ’s employment under this Agreement may be terminated: with Employer shall terminate upon the earliest of: (a) Employee’s death; (b) unless waived by the Company upon Employer, Employee's death (which shall be referred to as a "Death Termination") or Employee's ’s disability, either physical or mental disability (as determined by a qualified physician mutually agreeable to Employer and Employee) which renders Employee unable, for any consecutive six-month a period of at least six (measured from 6) months, effectively to perform the first date on which Employee is absent from work due to such disability to obligations, duties and responsibilities of Employee’s employment with Employer; (c) the same date in termination of Employee’s employment by Employer for cause (as hereinafter defined); (d) Employee’s resignation; and (e) the sixth succeeding calendar monthtermination of Employee’s employment by Employer without cause. As used herein, or, if there is no such date or such date is not a business day, the next succeeding business day) (which “cause” shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means mean Employer’s good faith determination of: (i) fraud Employee’s dishonest, fraudulent or misappropriation with respect illegal conduct relating to the business of the Company or intentional material damage to the property or business of the Company, Employer; (ii) Employee’s willful failure by Employee to perform his breach or habitual neglect of Employee’s duties and responsibilities and to carry out his authority, or obligations in connection with Employee’s employment; (iii) willful malfeasance or misfeasance or breach Employee’s misappropriation of fiduciary duty or representation to the Company or its stockholders, Employer funds; (iv) willful failure to act in accordance with any specific lawful instructions Employee’s conviction of a majority felony or any other criminal offense involving fraud or dishonesty, whether or not relating to the business of the Board of Directors of the Company, Employer or Employee’s employment with Employer; (v) conviction Employee’s excessive use of Employee alcohol; (vi) Employee’s unlawful use of a felony controlled substances or other addictive behavior; (which shall be referred vii) Employee’s unethical business conduct; (viii) Employee’s breach of any statutory or common law duty of loyalty to as a "For Cause Termination"); Employer; or (cix) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a ’s material breach of this Agreement, the Non-Competition and Non-Solicitation Agreement between Employer and Employee (the “Non-Competition Agreement”), the Confidentiality and Intellectual Property Agreement between Employer and Employee (the “Confidentiality Agreement”) or the Change in Control Agreement. Upon termination of Employee’s employment with Employer for any reason, Employee will promptly return to Employer all materials in any form acquired by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to Employee as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving result of such notice. For purposes employment with Employer, and all property of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyEmployer.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by Except as provided in this Section 5, the Option may not be exercised after the Optionee has ceased to be a director, officer, employee or consultant of the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination");of its subsidiaries. (b) If the Optionee's employment or service with the Company is terminated by the Company for CauseCause (as defined below), which means (i) fraud or misappropriation with respect to the business Option shall be cancelled as of the Company or intentional material damage to date of such termination and may not be exercised by the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination");Optionee. (c) If the Optionee's employment or service with the Company is terminated by the Company at any time or Optionee for any reason other than a For for Cause Termination(including death or disability), Death Termination the Optionee (or Inability Termination his or her personal representative) shall have the right to exercise the Option, to the extent exercisable as of the date of such termination, within ninety (which 90) days following the date of such termination and the Option, to the extent not previously exercised, shall be referred to cancelled on the ninetieth (90th) day following the date of such termination. Any portion of the Option that is not exercisable as a "No Cause Termination");of the date of such termination shall be cancelled as of such date. (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the followingFor purposes hereof: (i) for any reduction Optionee who is currently a party to an employment agreement with the Company, Cause shall have the meaning ascribed to such term in Employeesuch employment agreement; and (ii) for any Optionee who is not currently a party to an employment agreement with the Company, Cause shall mean the occurrence of any of the following events: (a) conduct amounting to fraud or dishonesty against the Company or any subsidiary or affiliate of the Company; (b) the Optionee's base salaryintentional misconduct, unless such reduction is being made in conjunction with an across-the-board reduction in repeated refusal to follow the salaries reasonable directions of all senior executives the Chairman or President of the Company in response to adverse economic conditions, (ii) or a material breach of this Agreement by Agreement, provided an officer of the Company, upon the direction of the Chairman or President of the Company, notifies the Optionee of the acts deemed to constitute such intentional misconduct, repeated refusal or material breach in writing and the Optionee fails to correct such acts (iiior begin such action necessary to correct such acts and thereafter diligently pursues the completion thereof) a material reduction in Employee's total compensation and benefits package within ten (10) business days after written notice is given; (c) repeated intoxication with alcohol or (iv) drugs while on the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")business during regular business hours; provided, however, no event or circumstance described in clause (ii) or (iiid) shall give rise a conviction or plea of guilty or nolo contendere to a "Constructive Termination" for purposes felony (other than one arising from the operation of this Agreement unless Employee shall have given notice to a motor vehicle or resulting from actions taken (or not taken) by the Company of Employee's determination of the occurrence of Optionee in good faith in his capacity as an event employee or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest officer of the Company). (e) Notwithstanding anything to the contrary in this Section 5, the Option shall not be exercisable on or after the tenth anniversary of the Date of Grant.

Termination of Employment. EmployeeA. The Executive's employment under this Agreement may be terminated: (a) by shall terminate upon the death of the Executive, but the Company upon Employeeshall continue to pay each month for twelve (12) months after the death of the Executive an amount per month equal to the salary per month (inclusive of the amount of deferred compensation) that was being paid to the Executive at the time of his death to the person or entity that the Executive shall have last designated in writing to the Company, or if the Executive shall fail to designate a person or entity or if the person or entity so designated shall not be in existence at the time of any payment pursuant to this Section 6.A., then to the Executive's death (estate. Nothing in this Section 6.A. shall in any way limit or restrict any rights or benefits to which shall be the heirs, legatees or successors in interest of the Executive are entitled under any plans, insurance or other arrangements referred to as a "Death Termination"in Section 5 hereof in the event of the Executive's death. B. The Company shall have the right to terminate the Executive's employment hereunder at any time upon not less than sixty (60) or Employee's days' advance written notice to the Executive in the event of such prolonged physical or mental disability for any consecutive six-month period (measured from or other condition of the first date on which Employee is absent from work due to such disability to the same date Executive as, in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority reasonable judgment of the Board of Directors Directors, shall render him incapable of performing the Company, or (v) conviction services required of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")him hereunder; provided, however, that (i) no event disability or circumstance described in clause condition shall be considered incapacitating unless it has prevented the Executive from carrying on his duties for a consecutive period of at least three (3) months; and (ii) or (iii) the Executive's employment shall give rise not terminate if such disability is cured within the 60-day notice period provided herein. In addition to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice any retirement benefits payable to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c)Executive under Section 8, no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest event Executive's employment is terminated as the result of disability pursuant to this Section 6.B., the Company.Company shall continue to pay to the Executive each month for twelve (12) months after such termination

Termination of Employment. (a) The Employee's employment under this Agreement may hereunder shall be terminatedterminated upon the occurrence of any of the following: (ai) by death of the Employee; (ii) the Employee's inability to perform his duties on account of disability or incapacity for a period of one hundred eighty (180) or more days, whether or not consecutive, within any period of twelve (12) consecutive months; (iii) the Company upon giving written notice, at any time, to the Employee that the Employee's death employment is being terminated for "Cause" (which shall be referred to as a "Death Termination"defined in (b) or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"below); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the CompanyCompany giving written notice, at any time, to the Employee that the Employee's giving notice of the non-renewal of this Agreement at the end of the term then in effect employment is being terminated or is not being renewed, other than pursuant to Paragraph 1 hereof clause (which shall be referred to as a "Constructive Termination"i); provided, however, no event or circumstance described in clause (ii) or (iii) above ("Without Cause"); or (v) the Employee terminates his employment hereunder for any reason whatsoever (whether by reason of retirement, resignation or otherwise, "Without Good Reason"). (b) Cause. The following actions, failures and events by or affecting the Employee shall give rise to a constitute "Constructive TerminationCause" for purposes termination within the meaning of this Agreement unless Employee shall have given notice to the Company clause (iii) of Employee's determination Section 7 (a) above: (i) an indictment for or conviction of the occurrence Employee of, or the entering of an event or circumstance described in clause a plea of nolo contendere by the Employee with respect to, having committed a felony; (ii) abuse of controlled substances or alcohol or acts of dishonesty or moral turpitude by the Employee that are detrimental to one or more of the Companies; (iii) and such event acts or circumstance shall be continuing as omissions by the Employee that the Employee knew were likely to damage the business of one or more of the end Companies; (iv) negligence by the Employee in the performance of, or disregard by the Employee of, his material obligations under this Agreement or otherwise relating to his employment, which negligence or disregard continue unremedied for a period of 45 fifteen (15) days after written notice thereof to the giving of such notice. For purposes of Paragraph 6(c), no act or Employee; or (v) failure by the Employee to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without obey the reasonable belief that Employee's action or omission was in the best interest and lawful orders and policies of the CompanyBoard of Directors that are consistent with the provisions of this Agreement.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) No amount shall be paid in respect of the Award in the event that you cease to be employed by the Company upon Employee's death (which and its Subsidiaries due to Circumstances of Forfeiture prior to the end of the Performance Period. If your employment with the Company and its Subsidiaries ceases by reason of Disability, Retirement, death, or any reason other than for Circumstances of Forfeitures, then you shall be referred eligible to as receive a "Death Termination") or Employee's physical or mental disability for any consecutive sixpro-month period (measured from rated Award, taking into account the first time between the date on which Employee is absent from work due your employment so terminated and the end of the Performance Period subject to such disability paragraph b, below. Any amount payable pursuant to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which this paragraph 5 shall be referred to as an "Inability Termination");paid in accordance with paragraph 3. (b) Payment to you of any pro-rated Award after termination of your employment otherwise than by reason of your death shall be subject to the Company for Cause, conditions that until the date on which means the Award is paid you (i) fraud or misappropriation with respect to shall not, without the business of the Company or intentional material damage to the property or business prior written consent of the Company, (iiA)(1) willful failure by Employee solicit, directly or indirectly (other than through a general solicitation of employment not specifically directed to perform his duties employees of the Company and responsibilities and to carry out his authorityits Subsidiaries) the employment of, (iii2) willful malfeasance hire or misfeasance employ, (3) recruit, or breach (4) in any way assist another in soliciting or recruiting the employment of, or (B) induce the termination of fiduciary duty the employment of, any person who within the previous 12 months was an officer or representation to principal of the Company or any of its stockholdersSubsidiaries; (ii) shall not, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of without the Board of Directors prior written consent of the Company, or (v) conviction engage in the Solicitation of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" Business (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence from any client on behalf of one any person or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of entity other than the Company in response and its Subsidiaries. The term “Solicitation of Business” means the attempt through direct or indirect contact by you or by any other person or entity with your assistance with a client with whom you have had or with whom persons supervised by you have had significant personal contact while employed by the Company and its Subsidiaries to adverse economic conditionsinduce such client to (A) transfer its business from the Company and its Subsidiaries to any other person or entity, (iiB) a material breach of this Agreement by cease or curtail its business with the CompanyCompany and its Subsidiaries, (iii) a material reduction in Employee's total compensation and benefits package or (ivC) divert a business opportunity from the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant Company and its Subsidiaries to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")any other person or entity; provided, however, no event or circumstance described in clause (ii) or and (iii) shall give rise to a "Constructive Termination" for purposes not engage whether directly or indirectly, in any manner or capacity as advisor, principal, agent, partner, officer, director, employee, member of this Agreement unless Employee shall have given notice to any association, or otherwise, in any business or activity which is at the time competitive with any business or activity conducted by the Company or any of Employee's its direct or indirect Subsidiaries. If you do not comply with the above conditions, you shall receive no payment under this Award. Any determination of by the occurrence of an event Administrator that you are, or circumstance have engaged in any prohibited conduct as described in clause (ii) or (iii) and such event or circumstance above shall be continuing as of conclusive and binding on all persons. Notwithstanding the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c)foregoing, no act or failure to act on Employee's part this paragraph 5 (b) shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest inapplicable following a Change of the CompanyControl.

Termination of Employment. Employee's employment under this Notwithstanding the provisions ------------------------- of [sect]3 above, the Agreement may be terminatedterminated by either party as follows: (a) by By the Employee within six months after a Change in Control of the Company upon (as defined below); provided that after such Change in Control of the Company, the Employee's death (which base salary or other benefits have been reduced or the Employee's authority or responsibilities have been significantly reduced. If the Employee terminates his employment pursuant to this provision, he shall be referred entitled to as receive his salary and benefits to the date of termination, any bonus for such year to which he would otherwise be entitled, prorated for the portion of the year during which the Employee was employed, and a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured payment from the first date on which Employee is absent from work due Company, in a lump sum, in an amount equal to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination");one year's base salary. (b) by By the Company for Cause, which means (i) fraud or misappropriation with respect to immediately upon the business occurrence of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" cause (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) at any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such noticetime thereafter. For purposes of Paragraph 6(cthis agreement, "cause" shall mean the Employee's failure to operate the Company's business in accordance with the policies, programs, budgets, procedures, and directions established from time to time by the Board or the CEO, the Employee's failure fully to perform and observe all obligations and conditions to be performed and observed by the Employee under this agreement, or the Employee's dishonesty, conviction of a crime (other than minor traffic offenses), no act habitual drunkenness, using illegal drugs, embezzlement, conflict of interest, willful insubordination, or failure to act on neglect of duty. If the Company terminates the Employee's part employment pursuant to this provision, he shall be considered "willful" unless knowingly done or failed entitled to be done by Employee in bad faith and without receive only his base salary through the reasonable belief that Employee's action or omission was in the best interest date of the Companytermination.

Termination of Employment. Employee's The employment under this Agreement may be terminatedof the Employee shall terminate on the earliest to occur of the following dates: (a) by The expiration of the Company upon Employee's death (which shall be referred term hereof, as from time to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")time extended; (b) by The Employee’s resignation from the Company for Cause, which means (i) fraud Bank or misappropriation with respect to the business death or disability of the Company or intentional material damage Employee (the Employee being deemed to be disabled if he has been unable for one hundred eighty (180) consecutive days to render services required to be rendered by him during the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"term hereof); (c) by At the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more election of the following: Bank, for Cause, as hereinafter defined, after ten (i10) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving days prior written notice of the non-renewal of this Agreement at basis thereof to the end of Employee if during such period the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall not have given notice to cured the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such noticebasis therefor. For purposes of Paragraph 6(cthis Agreement, the Bank shall be deemed to have “Cause” to terminate the employment of the Employee under this Agreement only if: (i) The Employee refuses or fails to substantially perform or discharge the duties or responsibilities reasonably assigned by the President of the Bank (other than any such refusal or failure resulting from the Employee’s incapacity due to physical or mental illness), no provided the assigned responsibilities are not illegal, unethical or inconsistent with the Employee’s responsibilities after a demand for substantial performance is delivered to Employee by the President which specifically identifies the manner in which such officer believes that Employee has not substantially performed such duties, making reference to this provision of the Agreement; (ii) The Employee is grossly negligent in the performance of his duties; (iii) The Employee breaches his fiduciary duty to the Bank or any affiliate of the Bank, or breaches the terms of this Agreement or any other agreements with the Bank or any affiliates of the Bank; (iv) The Employee is convicted by a court of competent jurisdiction of a felony or of any criminal offense involving dishonesty or breach of trust; (v) The Employee commits an act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in of fraud materially evidencing bad faith toward the Bank; (vi) The Employee engages in misconduct which is materially injurious to the Bank. Such misconduct may include sexual harassment, domestic violence, public intoxication or being under the influence of controlled substances. Misconduct materially injurious to the Bank shall mean misconduct which materially and without adversely affects the reasonable belief that Employee's action Bank’s business, reputation, or omission was standing in the best interest of community. Such material adverse affect may result from nonmonetary injury as well as from monetary injury, such as from adverse publicity towards the CompanyBank.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by The term of this Agreement shall terminate upon the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from of the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination");Executive. (b) The Company may terminate the Executive's employment during the term of this Agreement for Cause as provided in Section 7(b)(i) or in the event of Disability as provided in Section 7(b)(ii). (i) This Agreement shall be considered terminated for "Cause" only: (A) if the Executive willfully and repeatedly fails to substantially perform the Executive's duties hereunder, other than by reason of a Disability; (B) if the Executive is grossly negligent or engages in misconduct in the performance of the Executive's duties hereunder; (C) if the Executive knowingly engages in an act of dishonesty, an act of fraud or embezzlement, or any conduct resulting in a felony indictment; (D) if the Executive violates the provisions of the Non-Competition Agreement of even date hereof between the Executive and the Company (the "Non-Competition Agreement") in substantially the form of Exhibit A hereof. and, in the case of each of clauses (A), (B), (C) and (D) above, the applicable conditions set forth in Section 7(e) are satisfied. Anything in this Section 7(b) to the contrary notwithstanding, the Executive's employment shall in no event be considered terminated by the Company for CauseCause if termination takes place (I) as the result of bad judgment or negligence on the part of the Executive other than gross negligence or willful or reckless misconduct, (II) for any act or omission in respect of which means (i) fraud a determination could properly be made that the Executive met the applicable standard of conduct prescribed for indemnification or misappropriation with respect to reimbursement or payment of expenses of an officer or director under the business Bylaws or Certificate of Incorporation of the Company or intentional material damage to the property Subsidiary or business the laws of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance State of Delaware or misfeasance the directors' or breach officers' liability insurance of fiduciary duty or representation to the Company or its stockholdersthe Subsidiary in each case as in effect at the time of such act or omission, (ivIII) willful failure as the result of an act or omission which occurred more than three calendar months prior to the Executive's having been given Notice of Termination for such act or omission unless the commission of such act or such omission was not or could not reasonably have been, at the time of such commission or omission, known to a member of the Boards of Directors (other than the Executive) , in accordance with any specific lawful instructions which case more than three calendar months from the date the commission of such act or such omission was or could reasonably have been so known, (IV) as the result of a majority continuing course of action which commenced and was or could reasonably have been known to a member of the Board Boards of Directors (other than the Executive) more than three calendar months prior to Notice of Termination having been given to the CompanyExecutive for such course of action, or (vV) conviction because of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) an act or omission believed by the Company at any time for any reason other than a For Cause TerminationExecutive in good faith to have been in, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after not opposed to, the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest interests of the Company. (ii) The term "Disability" as used in this Agreement means an accident or physical or mental illness which prevents the Executive from substantially performing the Executive's duties hereunder for six consecutive months. The term of this Agreement shall end as of the close of business on the last day of such six month period but without prejudice to any payments due to the Executive in respect of disability under this Agreement or any plan or practice of the Company. The amount of any payments payable under Section 6(a) during such six month period shall be reduced by any payments to which the Executive may be entitled for the same period because of disability under any disability or pension plan or arrangement of the Company or any subsidiary or affiliate thereof.

Termination of Employment. (a) The Employee's employment under this Agreement may be terminatedwith the Company shall terminate upon the occurrence of any of the following events: (ai) by the Company upon termination of the Employee's death (which shall be referred to as employment upon and at any time following the Date of Termination and absent the parties having entered into a "Death Termination") or Employee's physical or mental disability written agreement for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")renewal of this Agreement; (bii) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business death of the Company or intentional material damage to Employee during the property or business Term of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, Employment; (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" Disability (as defined below) of Employee during the Term of Employment; (which shall be referred iv) at any time upon written notice to the Employee from the Company of termination of his employment for Cause (as a "Voluntary Termination"defined below); (v) at any time upon written notice to the Employee from the Company of termination of his employment Without Cause (as defined below); (vi) the resignation by the Employee for Good Reason (as defined below) during the Term of Employment; or (evii) the resignation by the Employee Without Good Reason (as defined below) during the Term of Employment. (b) For purposes of this Agreement, the "Disability" of the Employee shall mean his inability, because of mental or physical illness or incapacity, whether total or partial, to perform his full time duties under this Agreement with reasonable accommodation for a period aggregating 90 days out of any 12-month period under circumstances where in the opinion of a qualified physician reasonably acceptable to the Company it is reasonably certain that the Employee will not be able to resume his duties on a regular full time basis within 30 days after the occurrence of one or more of the following: date the Employee receives notice of termination for Disability. (c) For purposes of this Agreement, the term "Cause" shall mean the Employee's (i) conviction or entry of a plea of guilty or nolo contendere, with respect to any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, felony; (ii) a material breach commission of this Agreement by the Companyany act of wilful misconduct, (iii) a material reduction in Employee's total compensation and benefits package gross negligence, fraud or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")dishonesty; provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.violation of

Termination of Employment. Employee(a) The Executive's employment under this Agreement may be terminatedhereunder shall terminate: (ai) by upon the Company death of the Executive; (ii) upon Employee's death (the Disability of the Executive, which for the purposes of this Agreement shall be referred to as a "Death Termination") or Employee's mean his inability because of physical or mental disability for any consecutive six-month period (measured from illness or incapacity, whether partial or total, with or without accommodation, to perform his duties under this Agreement, as determined by the first date on which Employee is absent from work due to Company's Board, after review of such disability to the same date reports of physicians of recognized standing in the sixth succeeding calendar monthmedical community in the Cincinnati, Ohio metropolitan area as the Company's Board (or a special committee thereof) selects, for a continuous period of at least four (4) months or for an aggregate of one hundred fifty (150) days within any twelve (12) month period; or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (biii) by at the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business option of the Company, exercisable by or upon the authority of the Company's Board and effective immediately upon the giving by the Company to the Executive of written notice of such exercise, for "Cause," which, for purposes of this Agreement, shall mean: (iiA) the gross neglect or willful failure by Employee the Executive to perform his duties and responsibilities and to carry out his authorityin all material respects as set forth in Paragraph 2 hereof, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation after a written demand for substantial performance is delivered to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of Executive by the Company's Board which demand specifically identifies the manner in which the Company's Board believes that the Executive has not so performed his duties; (B) any act of fraud by the Executive, whether relating to the Group or otherwise; (vC) the conviction or entry into a plea of Employee of NOLO CONTENDERE by the Executive with respect to any felony or misdemeanor (other than a felony (traffic offense which shall be referred to as a "For Cause Termination"does not result in imprisonment); (cD) the commission by the Company at Executive of any time for willful or intentional act (including any reason other than a For Cause Termination, Death Termination violation of law) which materially injures the reputation or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination")materially adversely affects the business or business relationships of the Group; or (eE) any willful failure or willful breach (not covered by Employee any of clauses (A) through (D) above) of any of the material obligations of this Agreement, if such breach is not cured within 30 10 days after written notice thereof to the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement Executive by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")Board; provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(cclauses (A), (D) and (E) of this definition, no act act, or failure to act act, on Employeethe Executive's part shall be considered deemed "willful" unless knowingly done done, or failed omitted to be done done, by Employee the Executive not in bad good faith and without the reasonable belief that Employeethe Executive's action act, or omission failure to act, was in the best interest of the Group. (iv) at the option of the Company, for a reason other than Disability or Cause, effective immediately upon the giving of written notice of such exercise; (v) at the option of the Executive, effective ten (10) business days after the giving of written notice of such exercise by the Executive to the Company (or such shorter period as the Company's Board may elect by giving written notice to the Executive), in the event that the Executive has Good Reason, which for purposes of this Agreement shall mean the occurrence at any time of any of the following without the Executive's prior written consent: (A) removal from the position of President and Chief Operating Officer with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange Act of 1934); (B) the assignment of duties or responsibilities materially inconsistent with those customarily associated with the positions held by the Executive or a diminution of the Executive's position, authority, duties or responsibilities (other than an isolated action that is not taken in bad faith and is remedied by the Company promptly after receipt of written notice thereof from the Executive); (C) except as provided in Paragraph 7(d), a reduction in the Executive's Base Salary payable pursuant to Paragraph 3(a) hereof or a material reduction in any other material benefit provided the Executive hereunder; or (D) notice by the Company, as set forth in Paragraph 1(a) hereof, not to extend the Employment Period; or (E) the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement; or (F) any willful failure or willful breach by the Company (not covered by any of clauses (A) through (E) above) of any of the material obligations of this Agreement, if such breach is not cured within 10 days after written notice thereof by the Executive to the Company's Board; For purposes of clause (F) of this definition, no act, or failure to act, on the Company's part shall be deemed "willful" unless done, or omitted to be done, by the Company not in good faith and without reasonable belief that the Company's act, or failure to act, was in the best interest of the Group. (vi) at the option of the Executive, for a reason other than Good Reason, effective upon 30 days of the giving of written notice of such exercise.

Termination of Employment. Employee's Notwithstanding any other provision of this Agreement, Executive’s employment under this Agreement with the Company may be terminatedterminated upon written notice to the other party as follows: (a) by By the Company upon Employee's Company, in the event of the Executive’s death or Disability (which shall be referred to as a "Death Termination"hereinafter defined) or Employee's physical or mental disability for any consecutive six-month period Cause (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar monthas hereinafter defined). For purposes of this Agreement, or, if there is no such date or such date is not a business day, the next succeeding business day) (which “Cause” shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means mean either: (i) the indictment of, or the bringing of formal charges against, Executive by a governmental authority of competent jurisdiction for charges involving criminal fraud or misappropriation embezzlement; (ii) the conviction of Executive of a crime involving an act or acts of dishonesty, fraud or moral turpitude by the Executive, which act or acts constitute a felony; (iii) Executive having willfully caused the Company, without the approval of the Board of Directors, to fail to abide by either a valid contract to which the Company is a party or the Company’s Bylaws or; (iv) Executive having committed acts or omissions constituting gross negligence or willful misconduct with respect to the business of the Company Company; (v) Executive having committed acts or intentional omissions constituting a material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of Executive’s duty of loyalty or fiduciary duty or representation to the Company or its stockholdersany material act of dishonesty or fraud with respect to the Company which are not cured in a reasonable time, (iv) willful failure to act in accordance with any specific lawful instructions which time shall be 30 days from receipt of a majority written notice from the Company of the Board of Directors of the Company, such material breach; or (vvi) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination Executive having committed acts or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) omissions constituting a material breach of this Agreement by Agreement, including any failure of the CompanyExecutive to follow a directive from the Board of Directors and/or its Audit Committee, which are not cured in a reasonable time, which time shall be 30 days from receipt of written notice from the Company of such material breach (vii) Executive having failed to meet agreed upon minimum performance criteria. A determination that Cause exists as defined in clauses (iv), (iii) a material reduction in Employee's total compensation and benefits package or v), (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (iivi) or (iiivii) (as to this Agreement) of the preceding sentence shall give rise to be made in good faith and by at least a "Constructive Termination" for majority of the members of the Board of Directors. For purposes of this Agreement unless Employee Agreement, “Disability” shall have given mean the inability of Executive, in the reasonable judgment of a physician appointed by the Board of Directors, to perform his duties of employment for the Company or any of its subsidiaries because of any physical or mental disability or incapacity, where such disability shall exist for an aggregate period of more than 120 days in any 365-day period or for any period of 90 consecutive days. The Company shall by written notice to the Company of Employee's determination of Executive specify the occurrence of an event or circumstance described in clause (ii) or (iii) relied upon for termination pursuant to this Section 4(a), and such event or circumstance Executive’s employment hereunder shall be continuing deemed terminated as of the end of 45 days after the giving date of such notice. For purposes In the event of Paragraph 6(cany termination under this Subsection 4(a), no act or failure the Company shall pay all amounts then due to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest Executive under Section 2(a) of this Agreement for any portion of the Companypayroll period worked but for which payment had not yet been made up to the date of termination, and, if such termination was for Cause, the Company shall have no further obligations to Executive under this Agreement, and any and all options granted hereunder shall terminate according to their terms. In the event of a termination due to Executive’s Disability or death, the Company shall comply with its obligations under Sections 2(e) and 2(f).

Termination of Employment. Notwithstanding any other provision of this Agreement, Employee's employment under this Agreement may be terminated: (a) by By the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar monthevent of his willful misconduct in the performance of his duties hereunder, or, if there is no such date or such date is not his conviction of a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination");crime involving moral turpitude. (b) by By the Company upon thirty (30) days' notice to Employee if he should be prevented by illness, accident or other disability (mental or physical) from discharging his duties hereunder for Causeone or more periods totaling three (3) months during any consecutive twelve (12) month period. This judgment should be based upon the reasonable medical opinion of a qualified physician after reasonable accommodations have been made consistent with the Americans with Disabilities Act. (c) In the event of Employee's death during the term of his employment, the Company's obligation to pay further compensation hereunder shall cease forthwith, except that Employee's legal representative shall be entitled to receive his fixed compensation for the period up to six (6) months after the month in which means such death shall have occurred. (d) By the Company without cause upon not less than thirty (30) days' written notice in which event the Company shall pay to Employee an amount equal to the greater of (i) fraud 1.6 times all Base Salary remaining to be paid hereunder or misappropriation with respect (ii) two times the Base Salary. (e) By the Company within twelve months of a "Change in Control" (as hereinafter defined) Employee shall be paid the greater of (i) the amounts which would be due under clause (e) of this Section 6 or (ii) two years of Base Salary; and in addition to the business forgoing, all unvested options granted to the Employee shall vest immediately. "Change of Control" shall mean (a) any change in the board of directors of the Company or intentional material damage to after which the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors current directors of the Company, or (v) conviction of Employee of a felony (which shall be referred persons nominated or appointed to serve as a "For Cause Termination"); (c) directors by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more current directors of the following: (i) any reduction in Employee's base salaryCompany, unless such reduction is being made in conjunction with an across-the-board reduction in shall cease to constitute a majority of the salaries of all senior executives directors of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (ivb) any change in the Company's giving notice ownership of the non-renewal of this Agreement at the end capital stock of the term then in effect pursuant Company after which any individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity shall acquire capital stock with a majority of the voting power of the capital stock of the the Company necessary to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice elect directors to the Company board of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest directors of the Company.

Termination of Employment. The Company and Employee agree that Employee's employment under this Agreement hereunder may be terminated: (a) terminated by the Company upon EmployeeEmployee resigning or by the Company's death (which declaration of termination with or without "Cause" at any time, subject to the terms of this Section 12. Such termination shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured effective upon delivery of written notice from the first date on which Employee is absent from work due to such disability acting party to the same date other of its election to terminate employment pursuant to this Section 12. a. Definition of "Cause". When used in connection with the sixth succeeding calendar monthtermination of employment with the Company, or, if there is no such date or such date is not a business day, the next succeeding business day) (which "Cause" shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means mean: (i) fraud Employee's material breach of his obligations under this Agreement; (ii) the Employee's failure to adhere to any written Company policy after the Employee has been given a reasonable opportunity to comply with such policy or misappropriation cure his failure to comply; (iii) the conviction of, or the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment; (iv) the commission by the Employee of an act of fraud upon the Company or any of its affiliates; (v) the misappropriation (or attempted misappropriation) of any funds or property of the Company or any of its affiliates by the Employee; (vi) the failure by the Employee to perform duties assigned to him after reasonable notice and opportunity to cure such performance; (vii) the engagement by the Employee in any direct, material conflict of interest with the Company without compliance with the Company's conflict of interest policy, if any, then in effect; (viii) the engagement by the Employee, without the written approval of the Board of Directors, in any activity that competes with the business of the Company or intentional any of its affiliates or that would result in a material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation injury to the Company or any of its stockholdersaffiliates; (ix) the engagement by the Employee in any activity that would constitute a material violation of the provisions of the Company's Insider Trading Policy or Busixxxx Xxxxxx Xxlicy, if any, then in effect, or (ivx) willful the failure by the Employee to act sign any lock-up letters, standstill agreements, or other similar documentation required by an underwriter in accordance connection with any specific lawful instructions a public offering of a majority of securities by the Company or to take other actions reasonably related thereto as requested by the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyDirectors.

Termination of Employment. Employee(1) If, after the Date of Award and prior to the Settlement Date, the Participant's employment under this Agreement may be terminated: (a) by with the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work Group terminates due to such disability to the same date in the sixth succeeding calendar monthParticipant's death, orDisability or Retirement or a RIF Termination (each, if there is no such date or such date is not a business dayas defined below), the next succeeding business day) (which RCUs shall be referred to as an "Inability Termination"); (b) by the Company for Causevest immediately and shall settle, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority Section B, on the last business day of the Board of Directors of month in which the Company, termination occurs (or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to soon as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"administratively practicable thereafter); provided, however, in no event shall settlement occur later than March 15th of the calendar year immediately following the calendar year in which the Participant's termination of employment occurs. "Retirement" is defined as either (a) a Participant's election to retire upon attaining his or circumstance described in clause her "Normal Retirement Age"; or (ii) a Participant's election to retire upon (A) completing at least a 10-year "Period of Benefit Service" and (B) having either (1) attained age 55, or (iii2) shall give rise to a incurred an "Constructive Eligible Termination" for purposes and, at the time of this Agreement unless Employee such "Eligible Termination," having attained age 54. The terms "Normal Retirement Age," "Period of Benefit Service" and "Eligible Termination" shall have given notice to the Company of Employee's determination of meaning as defined in the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such noticeRetirement Plan. For purposes of Paragraph 6(c)this Award Agreement, no act (i) a "RIF Termination" shall mean the termination of a Participant's employment as a result of a reduction in force, corporate downsizing, change in operations, permanent and complete facility relocation or failure closing, or other similar job elimination, and (ii) "Disability" shall have the meaning ascribed thereto under the Company's long-term disability plan or policy applicable to act on Employee's part shall be considered "willful" unless knowingly done or failed the Participant, as in effect from time to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was time, or, in the best interest of event the Company has no long-term disability plan or policy, "Disability" shall have the same meaning as defined in the Company's applicable long-term disability plan or policy last in effect prior to the first date a Participant suffers from such Disability.

Termination of Employment. Employee's Your employment under this Agreement may be terminated:shall continue until terminated pursuant to this Section 4. (a) The Company may terminate your employment for "Cause" upon written notice to you setting forth in reasonable detail the nature of the Cause. The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination: (i) your willful failure to perform, or gross negligence in the performance of, your material duties and responsibilities to the Company upon Employee's death and its Affiliates which is not remedied within thirty (30) days of written notice thereof; (ii) material breach by you of any material provision of this Agreement or any other agreement with the Company or any of its Affiliates which shall be referred is not remedied within thirty (30) days of written notice thereof; (iii) fraud, embezzlement or other dishonesty with respect to the Company and any of its Affiliates, taken as a "Death Termination") whole, which, in the case of such other dishonesty, causes or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due could reasonably be expected to such disability cause material harm to the same date in the sixth succeeding calendar monthCompany and any of its Affiliates, or, if there is no such date taken as a whole; or such date is not (iv) your conviction of a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination");felony. (b) by The Company may terminate your employment at any time other than for Cause upon written notice to you. (c) You may terminate your employment for "Good Reason" upon written notice to the Company setting forth in reasonable detail the nature of the Good Reason. The following shall constitute Good Reason for Cause, which means termination by you: (i) fraud material diminution in the nature or misappropriation with respect scope of your responsibilities, duties or authority, provided that none of the following shall constitute "Good Reason": (x) the Company's failure to continue your appointment or election as a director or officer of any of its Affiliates, (y) any diminution in the nature or scope of your responsibilities, duties or authority that is reasonably related to a diminution of the business of the Company or intentional material damage any of its Affiliates, other than any such diminution resulting from the sale or transfer of any or all of the assets of the Company or any of its Affiliates, or (z) the hiring of a head of Research and Development for the Company other than you after the second anniversary of the Effective Date and any resultant change in your responsibilities, duties or authority reasonably related to such hire; (ii) a reduction in your base salary other than one temporary reduction of not more than 120 days and not in excess of 20% of your base salary in connection with and in proportion to a general reduction of the property or business base salaries of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, 's executive officers; (iii) willful malfeasance or misfeasance or breach failure of fiduciary duty or representation to the Company to provide you the salary or its stockholders, benefits in accordance with Section 2 hereof after thirty (30) days' notice during which the Company does not cure such failure; (iv) willful failure to act in accordance with any specific lawful instructions relocation of a majority of your office more than thirty-five (35) miles from the Board of Directors location of the Company, 's principal offices as of the Effective Date or (v) conviction the termination of Employee Xxxxxxxxx Xxxxxxxx as Chief Executive Officer of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination");without cause within one year of the Effective Date. (d) by Employee You may terminate your employment with the Company other than for Good Reason at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred upon one month's notice to as a "Voluntary Termination"); orthe Company. (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction This Agreement shall automatically terminate in the salaries event of your death during employment. The Company may terminate your employment, upon notice to you, in the event you become disabled during employment and, as a result, are unable to continue to perform substantially all senior executives of your material duties and responsibilities under this Agreement for one-hundred and twenty (120) days during any period of three hundred and sixty-five (365) consecutive calendar days. If any question shall arise as to whether you are disabled to the extent that you are unable to perform substantially all of your material duties and responsibilities for the Company in response to adverse economic conditionsand its Affiliates, (ii) a material breach of this Agreement by the Companyyou shall, (iii) a material reduction in Employee's total compensation and benefits package or (iv) at the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); providedrequest and expense, however, no event or circumstance described in clause (ii) or (iii) shall give rise submit to a "Constructive Termination" medical examination by a physician selected by the Company to whom you or your guardian, if any, has no reasonable objection to determine whether you are so disabled and such determination shall for the purposes of this Agreement unless Employee shall have given notice be conclusive of the issue. If such a question arises and you fail to submit to the Company of Employeerequested medical examination, the Company's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance issue shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act binding on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyyou.

Termination of Employment. 4.1 During the Term, the Company may terminate Employee's employment herein at any time for Cause or as a result of a material breach by Employee of his obligations under this Agreement may Agreement, provided however that, except in the case of conviction of a felony, the Company shall provide Employee with not less than sixty (60) days prior written notice describing the behavior or conduct which is alleged by the Company to constitute Cause, and Employee shall be terminatedprovided with reasonable opportunity to correct such behavior or conduct within the notice period. For purposes of this Agreement, Cause shall be defined as any or all of the following: (a1) Conduct or action by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date which, in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions opinion of a majority of the Board of Directors Directors, is materially harmful to the Company; (2) Willful failure by Employee to follow an order of the Board, except in such case where the Employee believes in good faith that following such order would be materially detrimental to the interests of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c3) Employee's conviction of a felony. 4.2 In the event that Employee's employment is terminated by the Company at any time for any reason other than a For Cause Terminationthose set forth in Paragraph 4.1 hereinabove, Death Termination or Inability Termination or, (which shall be referred to as a "No Cause Termination"); (da) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's annual base salary, salary is reduced below the amount stated in Paragraph 3.1 hereinabove (unless such reduction is being made in conjunction with part of an across-the-across the board reduction affecting all Company executives with a comparable level of responsibility, title or stature), or (b) Employee is removed from or denied participation in incentive plans, benefit plans, or perquisites generally provided by the Company to other executives with a comparable level of responsibility, title or stature, or (c) Employee's target incentive opportunity, benefits or perquisites are reduced relative to other executives with comparable responsibility, title or stature, or (d) Employee is assigned duties or obligations inconsistent with his position with the Company or (e) There is a significant change in the salaries nature and scope of all senior executives Employee's authority or his overall working environment, such event shall be considered a Termination Without Cause. 4.3 In the event of Employee's Termination Without Cause at any time during the Term of this Agreement, then: (1) The Company shall pay Employee a lump-sum severance amount within thirty (30) days following Termination Without Cause equal to three (3) times the sum of (a) the higher of the Employee's annual base salary at the time of Termination Without Cause or the annual base salary stated in Paragraph 3.1 hereinabove, and (b) the average annual Bonus earned by Employee (whether paid in cash or deferred) for the two completed fiscal years immediately prior to Termination Without Cause, reduced by the amount of any Unocal Employee Redeployment Program and/or Unocal Termination Allowance benefits payable to Employee. (2) The Company shall provide for Employee to receive medical, dental, life, and disability insurance coverage for three (3) years following Termination Without Cause at levels and a net cost to Employee comparable to that provided to Employee immediately prior to Employee's Termination Without Cause. (3) The Company shall pay Employee an additional lump-sum severance amount within thirty (30) days following Employee's Termination Without Cause equal to three (3) times the base salary used to determine the lump- sum severance benefit in response paragraph 4.3(1) hereinabove, multiplied by 6% (. 4.4 In the event that during the Term of this Agreement Employee should voluntarily resign from the Company, should terminate employment with the Company due to adverse economic conditionsdeath, (ii) permanent disability or incapacitation, or is terminated by the Company for Cause or for a material breach by Employee of his obligations under this Agreement, then Employee shall not be entitled to any of the termination benefits provided for in Paragraph 4.3 hereinabove, and the Term of the Agreement shall immediately end. 4.5 Employee shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any provisions of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyAgreement.

Termination of Employment. Prior to the expiration of the Employment Period, this Agreement and Employee's employment under this Agreement may be terminatedterminated by Company as follows: (a) by the Company upon Upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")death; (b) Upon thirty (30) day's prior written notice to Employee in the event Employee, by reason of permanent physical or mental disability (which shall be determined by a physician selected by Company or its insurers and acceptable to Employee or Employee's legal representative (such agreement as to acceptability not to be withheld unreasonably), shall be unable to perform the Company essential functions of her position, with or without reasonable accommodation, for Causethree (3) consecutive months; provided, however, Employee shall not be terminated due to permanent physical or mental disability unless or until said disability also entitles Employee to benefits under such disability insurance policy as is provided to Employee by Company. (c) For cause, which means for the purposes of this Agreement shall mean: (i) fraud Employee's engagement in any conduct which, in Company's reasonable determination, constitutes gross misconduct, or misappropriation with respect is illegal, unethical, improper or which otherwise brings detrimental notoriety or material harm to the business of the Company or intentional material damage to the property or business of the Company, ; (ii) gross negligence or willful failure by Employee to perform his duties and responsibilities and to carry out his authority, misconduct; (iii) willful malfeasance conviction of fraud or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, theft; (iv) willful failure to act in accordance with any specific lawful instructions a material breach of a majority material provision of the Board of Directors of the Companythis Agreement by Employee, or (v) conviction failure of Employee to follow a written directive of the Chief Executive Officer or the Board of Directors within thirty (30) days after receiving such notice, provided that such directive is reasonable in scope or is otherwise within the Chief Executive Officer's or the Board's reasonable business judgment, and is reasonably within Employee's control. In addition, Employee's employment may be terminated by Employee in the event of a felony material breach of a material provision of this Agreement by Company, provided Company does not cure said breach within thirty (which 30) days after Employee provides the Board of Directors with written notice of the breach. Upon termination of this Agreement, all rights and obligations of the parties hereunder shall be referred cease, except termination of employment pursuant to as a "For Cause Termination"); (c) by this Section 4 or otherwise shall not terminate or otherwise affect the rights and obligations of the parties pursuant to Sections 5 through 13 hereof; provided, however, should Company at any time terminate Employee's employment for any reason other than a For Cause Termination, Death Termination matters set forth in Section 4(b) or Inability Termination (which shall be referred to as a "No Cause Termination"); (d4(c) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by during the Companyperiod ending September 9, (iii) a material reduction in 2002, Company shall continue her base salary until the earlier of September 9, 2002 or such time as Employee has obtained other employment; and, provided, further, should Employee voluntarily resign or should Company terminate Employee's total compensation and benefits package or (ivemployment pursuant to Section 4(c) the Company's giving notice of the non-renewal of this Agreement at during the end period ending September 9, 2002, Employee shall repay the Signing Bonus in full and a pro-rata portion of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Relocation Expenses. Employee shall have given notice accept these payments in full discharge of all obligations of any kind which Company has to the her except obligations, if any, to repurchase any capital stock of Company of owned by Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means means: (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (cb) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (dc) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) at any time (which shall be referred to as a "Voluntary Termination"); or (ed) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package package, (ii) an adverse change (in the judgment of Employee) in Employee's responsibilities, position (including status, office, title, reporting relationships or working conditions), authority or duties, or (iviii) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (iii) or (iiiii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (iii) or (iiiii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) If Executive ceases to be employed by the Company upon Employee's or any of its subsidiaries (i) at any time before the _________ anniversary of this Agreement, for any reason (except death or disability) or no reason (which shall be referred to whether with or without Cause, voluntary or involuntary, or as a "Death Termination"result of resignation); or (ii) or Employee's physical or mental disability for at any consecutive six-month period (measured from the first date on which Employee is absent from work time after such anniversary due to such disability termination for Cause, then Executive's rights to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which stock appreciation rights and any other rights and interests hereunder shall be referred to as an "Inability Termination");automatically terminate. (b) If Executive ceases to be employed by the Company for Causeor any of its subsidiaries on account of death or disability or, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for after the ______________ anniversary of this Agreement due to any reason other than a For Cause Terminationtermination with Cause, Death Termination or Inability Termination then the Company shall have an option (which shall be referred to as a the "No Cause TerminationCall Option"); (d) by Employee exercisable upon 30 days notice given at any time for within six months after such termination (the "Option Period") to purchase from Executive all or any reason other than portion of his stock appreciation rights at a "Constructive Termination" purchase price per right equal to the difference between: (i) the result obtained by taking the greater of: (A) the Company's book value (as defined belowof the most recent quarterly financial statement of the Company) (which shall be referred to as a "Voluntary Termination")at the time the Call Option is exercised; or (eB) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) four times the Company's giving notice earnings before interest and taxes for its last completed fiscal year prior to the date of the non-renewal of this Agreement at the end exercise of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to Call Option less the Company of Employee's determination amount of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing Company's funded debt as of the end of 45 days after such fiscal year (in each case is determined from the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest most recent annual financial statement of the Company); divided, in either case, by the number of shares of Common Stock Outstanding as at the end of such quarter or year, as the case may be; minus (ii) the quotient of the sum of $17,700,000 plus any accrued and unpaid dividends on the shares of the Company's Preferred and Common Stock as of the date of exercise divided by the number of shares of Common Stock Outstanding. The Call Option shall be exercised by the Company by tendering to Executive the purchase price for his stock appreciation rights, by certified or official bank check, prior to the expiration of the Period of the notice provided above. The Company at its option may instead deliver its note, payable in three equal annual installments. The note shall be subordinated to all other debt and creditors of the Company, and shall bear interest at 8% per annum payable semiannually. (c) All determinations under this Section 7 shall be made by the Board of Directors, whose decision will be final and binding. (d) Executive shall have a "put" option on same time and price provisions as the "call".

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by The Employee s employment pursuant to this Agreement shall terminate upon the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company Employee or intentional material damage to the property upon his inability, by reason of a mental or business of the Companyphysical condition, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, hereunder for an uninterrupted period of sixty (iii60) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, days (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause TerminationDisability"); , and may be terminated for "cause" (cas defined below) by the Company at any time during the Term immediately upon written notice of termination (except as provided otherwise below) given by the Company to the Employee describing such cause. For purposes of this Agreement, "cause" for termination shall be deemed to exist if: (i) the Employee is convicted of a felony which involves an intentional act of the Employee; (ii) the Employee engages in dishonesty or fraud; or (iii) the Employee breaches any of his material obligations as President and Chief Operating Officer of the Company. Any written notice of termination for cause pursuant to this Section shall be a written notice which (a) indicates the specific termination provision relied upon, (b) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment, and (c) if the date of termination is other than the date of receipt of such notice, specifies the termination date. In the event that Employee's employment is terminated pursuant to subsection (iii) above, Employee shall have a period of thirty (30) days to cure the breach of Employee's obligations under this Agreement as described in the Notice of Termination. In the event that Employee cures such breach within said thirty (30) day period, the notice of termination shall be considered rescinded. In the event that Employee fails to cure such breach, then this Agreement will terminate without further notice to Employee as set forth in the notice of termination, and the provisions of 7(b) shall be applicable. Employee shall not have the opportunity to cure any termination for cause pursuant to subsections (i) and (ii) above. (b) In the event (i) the Employee s employment under this Agreement is terminated for cause as provided above, or (ii) the Employee voluntary terminates his employment with the Company, other than pursuant to Section 7(d), prior to the end of the Employment Term, the Company shall promptly pay to the Employee (or to the Employee s legal representatives) the amount of any compensation attributable to periods prior to such termination, plus the amount of any reimbursable expenses. No other payments shall be due Employee. (c) In the event the Employee s employment is terminated without cause, whether or not Employee is in breach of this Agreement, or the Employee loses his employment for any other reason other than a For Cause Terminationpursuant to Section 7(b), Death Termination including but not limited to bankruptcy, closure, reorganization, buyout, merger, consolidation or Inability Termination (which for any other reason, the Employee is automatically entitled to severance payments equal only to one year's salary as provided in Section 5 above and continuation of existing health care benefits for one year. No other payments shall be referred due Employee except any bonus payments which may be due pursuant to Section 6(f). Said severance payments shall be paid in the same manner and on the same schedule (i.e. monthly, weekly, etc.) as a "No Cause Termination");Employee was being paid on the date of termination. To the extent possible under the Company's Stock Option Plan, all stock options shall automatically vest and become immediately exercisable under this provision. Severance payments being made pursuant to this Section shall survive the death of Employee. (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"Notwithstanding the provisions of Section 7(b); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries event of all senior executives of the Company in response to adverse economic conditionsa merger, (ii) a material breach of this Agreement by the Companyconsolidation, (iii) a material reduction in Employee's total compensation and benefits package buyout, reorganization or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); providedany other similar occurrence, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have the option of terminating Employee's employment with the Company and receiving the salary and benefits as provided in Section 7(c) above. In the event Employee exercises this option prior to December 31 of any given year, the provisions of Section 6(f)(2) shall apply. Such option shall be exercised by written notice from Employee to the Company of Employee's determination which Notice must be given within thirty (30) days of the occurrence definitive closing date of an event or circumstance described in clause (ii) or (iii) and any such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companyoccurrence.

Termination of Employment. Employee's (a) The Executive’s employment under this Agreement may be terminated: (ai) by either the Company upon Employee's death (which shall be referred to as a "Death Termination") Executive or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company REIT at any time for any reason other whatsoever or for no reason upon not less than a For Cause Termination, Death Termination or Inability Termination sixty (which shall be referred to as a "No Cause Termination")60) days written notice; (dii) by Employee the REIT at any time for any reason other than a "Constructive Termination" “cause” as defined below, without prior notice; (iii) by the REIT upon the Executive’s “permanent disability” (as defined below) upon not less than thirty (which shall be referred to as a "Voluntary Termination")30) days written notice; orand (eiv) by Employee within 30 days after upon the occurrence of one or more of the followingExecutive’s death. (b) For purposes hereof, for “cause” shall mean: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of any provision of this Agreement by Executive (if the breach is curable, it will constitute cause only if it continues uncured for a period of twenty (20) days after Executive’s receipt of written notice of such breach from the Company); (ii) Executive’s failure or refusal, in any material manner, to perform all lawful services required of her pursuant to this Agreement, which failure or refusal continues for more than twenty (20) days after Executive’s receipt of written notice of such deficiency; (iii) Executive’s commission of fraud, embezzlement or theft, or a material reduction crime constituting moral turpitude, in Employee's total compensation and benefits package any case, whether or not involving Company, that in the reasonable good faith judgment of the REIT, renders Executive’s continued employment harmful to the Company; (iv) Executive’s misappropriation of Company assets or property, including, without limitation, obtaining reimbursement through fraudulent vouchers or expense reports; or (v) Executive’s conviction or the Company's giving notice entry of a plea of guilty or no contest by Executive with respect to any felony or other crime that, in the reasonable good faith judgment of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); providedREIT, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to adversely affects the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) its reputation or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companybusiness.

Termination of Employment. (a) Employee's ’s employment under this Agreement may be terminatedhereunder: (ai) by will automatically terminate upon the Company upon death. Disability, voluntary resignation or retirement of Employee's death (which shall be referred to as ; and for purposes hereof, “Disability,” means a "Death Termination") or Employee's physical or mental disability or other incapacity which renders the Employee unable to perform his/her duties for 180 consecutive days or for an aggregate of more than six (6) months in any consecutive six-twelve (12) month period period; (measured ii) may be terminated by the Employee at any time: (A) after a material breach by the Company of any material provision of this Agreement which, if correctable by the Company, remains uncorrected for thirty (30) days following written notice of such breach to the Company from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, Employee; or, if there is no such date or such date is not (B) Upon a business day, the next succeeding business day) Change of Control (which shall be referred to as an "Inability Termination"defined below); (iii) may be terminated by the Company, at any time until January 31, 2008, and thereafter, upon ten (10) days’ written notice, for “cause”, which will mean by reason of any of the following: (A) Employee’s conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to the Company (whether or not for personal gain) or involving acts of theft fraud or embezzlement: (B) willful and intentional misuse or diversion of any of the Company’s funds; (C) embezzlement; or (D) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to the Company. (b) Upon termination of Employee’s employment upon termination by the Employee pursuant to Section 5(a)(ii), above, the Employee will be entitled to receive, and Company will pay. a lump sum severance compensation in an amount equal to one year’s annual base salary of the Employee, plus benefits for Causeone year that Employee may be entitled to receive pursuant to Subsection 4(b) above. Upon termination pursuant to Section 5(a)(i), which or by Company pursuant to Section 5(a)(iii), above, the Company will pay all amounts of salary and benefits due through the date of termination. (c) Change of Control, for the purposes of this Agreement means (i) fraud upon (A) the sale, lease or misappropriation with respect to other disposition of all or substantially all of the business assets of the Company or intentional material damage to (B) an acquisition of the property Company by another corporation or business entity by consolidation, merger or other reorganization in which the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (ii50%) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors voting power of the Companycorporation or other entity surviving such transaction, or (v) conviction provided that a “Change of Employee of a felony (which Control” shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise not apply to a "Constructive Termination" merger effected exclusively for purposes the purpose of this Agreement unless Employee shall have given notice to changing the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest domicile of the Company.

Termination of Employment. Employee's Notwithstanding any other provision of this Agreement, employment under this Agreement hereunder may be terminated: (a) by the Company upon Company, in the event of the Employee's death or Disability (which shall be referred to as a "Death Termination"hereinafter defined) or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Just Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which hereinafter defined). "Just Cause" shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the followingmean: (i) any reduction in the Employee's base salaryindictment for, unless such reduction is being made in conjunction with an across-the-board reduction in conviction of or the salaries entering into of all senior executives a plea of guilty to a crime involving a felonious act or acts, including dishonesty, fraud or moral turpitude by the Company in response to adverse economic conditions, Employee; (ii) a material breach of this Agreement the Employee's willful misconduct, gross negligence or dishonesty in the performance by the Company, Employee of his duties; and (iii) a material reduction in the Employee's total compensation and benefits package breach of Sections 10 or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which 11 hereof. The Employee shall be referred deemed to as have a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive TerminationDisability" for purposes of this Agreement unless if he is unable to perform, by reason of physical or mental incapacity, a material portion of his duties or obligations under this Agreement for a period of one hundred and fifty (150) consecutive days or a total of one hundred and eighty (180) days, whether consecutive or not, in any 365-day period. The Board shall determine whether and when the Disability of the Employee has occurred or when the Employee shall have given be subject to a Just Cause determination. Based upon the determination of the Board, the Company shall by written notice to the Company of Employee's determination Employee given within thirty (30) days after discovery of the occurrence of an event or circumstance described in clause (ii) or (iii) and such which constitutes "Just Cause," specify the event or circumstance giving rise to the Company's exercise of its right hereunder. Employee has disclosed to Company that Employee filed for bankruptcy protection. Company will not consider this Just Cause or material breach for termination. With respect to Just Cause arising under Section 9(a)(i), the Employee's employment hereunder shall be continuing deemed terminated as of the end of 45 days after the giving date of such notice. For purposes of Paragraph 6(cnotice and, with respect to Just Cause arising under Section 9(a)(ii), no act or failure to act on Employee's part the Company shall provide the Employee with thirty (30) days written notice of such violation and the Employee shall be considered "willful" unless knowingly done or failed given reasonable opportunity during such thirty (30) day period to be done by Employee in bad faith and without cure the reasonable belief that Employee's action or omission was in the best interest of the Company.subject violation;

Termination of Employment. Employee's employment under this Agreement may be terminatedterminated prior to the expiration of the Employment Term only as follows: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Disability Termination"); (b) by the Company at any time for Cause, which means (i) fraud or misappropriation with respect any reason upon 45 days written notice to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Company Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason upon 45 days written notice to the Company other than a "Constructive Termination" (as defined below) (which shall be referred to as a an "Voluntary Employee Termination"); , or (ed) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package package, (ii) an adverse change (in the judgment of Employee) in Employee's responsibilities, position (including status, office, title, reporting relationships or working conditions), authority or duties, or (iviii) a Company requirement that the Company's giving notice Employee relocate from Charlotte, North Carolina (any of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (iii) or (iiiii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (iii) or (iii) ii), and such event or circumstance shall be continuing as of the end of 45 10 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.

Termination of Employment. Employee's employment under Unless otherwise terminated as provided for in this paragraph, this Agreement shall terminate on January 1, 2002. This agreement may be terminated: terminated any time prior to January 1, 2002 (ai) by the Employee voluntarily; (ii) by the Company upon Employee's death with Cause; (which shall be referred to as a "Death Termination"iii) or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such the death or disability to of the same date in Employee (as defined by the sixth succeeding calendar month, or, if there is no such date Company's long-term disability plan); or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (biv) by the Company for without Cause. In instances (i), (ii) or (iii), the Company will have no further obligation or liability to pay any salary, bonus, compensation or other benefits beyond the period that the Employee actually worked. Termination with Cause shall mean those instances in which means the Company reasonably and in good faith determines that the termination of the Employee is appropriate by reason of (i) fraud breach of this Agreement, (ii) the Employee's insubordination, malfeasance, dishonesty or misappropriation with respect criminal conduct; (iii) the Employee's conviction of moral turpitude or felony; (iv) the failure of the employee to devote all of his professional time to his assigned duties and obligations to the business of the Company Company; (v) the Employee's refusal, failure or intentional material damage to the property or business of the Company, (ii) willful failure by Employee inability to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation obligations to the Company or its stockholders, (ivvi) willful failure to act a factual representation made by the Employee or in accordance with any specific lawful instructions furtherance of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) his hiring by the Company shall prove to have been incorrect in any material respect when made. The Company may terminate this Agreement without Cause at any time prior to January 1, 2002. In such event, the Employee shall receive a severance allowance equal to the balance of the compensation due to him through December 31, 2001, less all amounts required to be withheld or deducted. Benefits and any other employee entitlements shall immediately cease as of the date of termination without Cause. In the event that the Employee voluntarily terminates his employment with the Company prior to January 1, 2002, he shall pay the Company $50,000 (fifty thousand dollars) as liquidated damages but not as a penalty. Such payment will attempt to serve as recompense to the Company for the time, opportunity loss, and cost of securing his replacement, absence of continuity and adverse impact on customers and employees caused by his departure. This payment shall be made in full within 15 days from the Employee's last day of employment with the Company. The employment relationship between the Company and the Employee is "at will" and remains at will, which affords either party the right to terminate the relationship at any time for any reason other than a For Cause Terminationor for no reason not otherwise prohibited by law, Death Termination or Inability Termination (which shall be referred subject to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach provisions of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyAgreement.

Termination of Employment. 4.1 During the Term, the Company may terminate Employee's employment herein at any time for Cause or as a result of a material breach by Employee of his obligations under this Agreement may Agreement, provided however that, except in the case of conviction of a felony, the Company shall provide Employee with not less than sixty (60) days prior written notice describing the behavior or conduct which is alleged by the Company to constitute Cause, and Employee shall be terminatedprovided with reasonable opportunity to correct such behavior or conduct within the notice period. For purposes of this Agreement, Cause shall be defined as any or all of the following: (a1) Conduct or action by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date which, in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions opinion of a majority of the Board of Directors Directors, is materially harmful to the Company; (2) Willful failure by Employee to follow an order of the Board, except in such case where the Employee believes in good faith that following such order would be materially detrimental to the interests of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c3) Employee's conviction of a felony. 4.2 In the event that Employee's employment is terminated by the Company at any time for any reason other than a For Cause Terminationthose set forth in Paragraph 4.1 hereinabove, Death Termination or Inability Termination or, (which shall be referred to as a "No Cause Termination"); (da) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's annual base salary, salary is reduced below the amount stated in Paragraph 3.1 hereinabove (unless such reduction is being made in conjunction with part of an across-the-across the board reduction affecting all Company executives with a comparable level of responsibility, title or stature), or (b) Employee is removed from or denied participation in incentive plans, benefit plans, or perquisites generally provided by the Company to other executives with a comparable level of responsibility, title or stature, or (c) Employee's target incentive opportunity, benefits or perquisites are reduced relative to other executives with comparable responsibility, title or stature, or (d) Employee is assigned duties or obligations inconsistent with his position with the Company or (e) There is a significant change in the salaries nature and scope of all senior executives Employee's authority or his overall working environment, such event shall be considered a Termination Without Cause. 4.3 In the event of Employee's Termination Without Cause at any time during the Term of this Agreement, then: (1) The Company shall pay Employee a lump-sum severance amount within thirty (30) days following Termination Without Cause equal to three (3) times the sum of (a) the higher of the Employee's annual base salary at the time of Termination Without Cause or the annual base salary stated in Paragraph 3.1 hereinabove, and (b) the average annual Bonus earned by Employee (whether paid in cash or deferred) for the two completed fiscal years immediately prior to Termination Without Cause, reduced by the amount of any Unocal Employee Redeployment Program and/or Unocal Termination Allowance benefits payable to Employee. (2) The Company shall provide for Employee to receive medical, dental, life, and disability insurance coverage for two (2) years following Termination Without Cause at levels and a net cost to Employee comparable to that provided to Employee immediately prior to Employee's Termination Without Cause. (3) The Company shall pay Employee an additional lump-sum severance amount within thirty (30) days following Employee's Termination Without Cause equal to three (3) times the base salary used to determine the lump-sum severance benefit in response paragraph 4.3(1) hereinabove, multiplied by 6% (. 4.4 In the event that during the Term of this Agreement Employee should voluntarily resign from the Company, should terminate employment with the Company due to adverse economic conditionsdeath, (ii) permanent disability or incapacitation, or is terminated by the Company for Cause or for a material breach by Employee of his obligations under this Agreement, then Employee shall not be entitled to any of the termination benefits provided for in Paragraph 4.3 hereinabove, and the Term of the Agreement shall immediately end. 4.5 Employee shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any provisions of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyAgreement.

Termination of Employment. Employee(1) The Executive's employment hereunder shall terminate automatically as of the date of his death or upon the Executive's becoming eligible for benefits under the Company's long term disability plan as in effect from time to time, or if no disability plan is in effect, upon the Executive becoming permanently disabled. For purposes of this Agreement may be terminated: (a) by Agreement, the Company upon Employee's death (which Executive shall be referred deemed to as a be permanently "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, disabled" if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee he has been unable to perform his duties and responsibilities and to carry out his authorityfor six (6) consecutive months or any nine (9) months in any twelve (12) month period, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act all as conclusively determined in accordance with any specific lawful instructions of a majority of good faith by the Board of Directors of the Company. (2) Upon termination of the Executive's employment under circumstances described in Section 4(a)(1) above, the Company shall promptly pay and provide to the Executive (or, in the event of his death, to his surviving spouse or such other beneficiary as the Executive may designate in writing, or if there is neither, to his estate): (vi) conviction his earned but unpaid Salary and bonus and accrued vacation pay as of Employee the date of a felony (which shall be referred to as a "For Cause Termination")termination of his employment with the Company; (cii) by the benefits, if any, to which he is entitled as a former employee under the Company's employee benefit plans and programs and compensation plans and programs in which he was a participant; (iii) any reimbursements due to him under Section 3(f). the benefits, if any, to which he is entitled as a former employee under the Company's employee benefit plans and programs and compensation plans and programs in which he was a participant; and (iv) an amount of Salary at the then current rate equal to the Salary payable for a period of three (3) months or such shorter period commencing when non-taxable disability insurance payments of at least sixty (60%) percent of Executive's Salary become payable to Executive. (i) The Company may, at any time at its option, terminate the Executive's employment for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive TerminationCause" (as defined belowhereinafter defined) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.following its

Termination of Employment. EmployeeNotwithstanding any other provision of the Agreement, Executive's employment under this Agreement with the Company may be terminatedterminated upon written notice to the other party as follows: (a) by By the Company upon EmployeeCompany, in the event of the Executive's death or Disability (which shall be referred to as a "Death Termination"hereinafter defined) or Employee's physical or mental disability for any consecutive six-month period Cause (measured from as hereinafter defined). For purposes of the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar monthAgreement, or, if there is no such date or such date is not a business day, the next succeeding business day) (which "Cause" shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means mean either: (i) the indictment of, or the bringing of formal charges against Executive on charges involving criminal fraud or misappropriation embezzlement; (ii) the conviction of Executive of a crime involving an act or acts of dishonesty, fraud or moral turpitude by the Executive, which act or acts constitute a felony; (iii) Executive having caused the Company to violate the Company's Bylaws; (iv) Executive having committed acts or omissions constituting gross negligence or willful misconduct with respect to the business Company including with respect to any valid contract to which the Company is a party; (v) Executive having committed acts or omissions constituting a material breach of Executive's obligations under the Agreement or of Executive's duty of loyalty or fiduciary duty to the Company or any material act of dishonesty or fraud with respect to the Company which are not cured in a reasonable time, which time shall be 30 days from receipt of written notice from the Company of such material breach; (vi) Executive having committed acts or omissions constituting a material breach of the Agreement which are not cured in a reasonable time, which time shall be 30 days from receipt of written notice from the Company setting forth with specificity the particulars of any such material breach as well as the corrective actions required; or (vii) a failure to observe the policies of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority direction of the Board of Directors or of the CompanyPresident and CEO. A determination that Cause exists as defined in clauses (iv), or (v), (vi) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (iiAgreement) or (iiivii) of the preceding sentence shall give rise to be made by at least a "Constructive Termination" for majority of the members of the Board of Directors. For purposes of this Agreement unless Employee the Agreement, "Disability" shall have given mean the inability of Executive, in the reasonable judgment of a physician jointly appointed by the Executive and Board of Directors, to perform, even with reasonable accommodation, her duties of employment for the Company or any of its subsidiaries because of any physical or mental disability or incapacity, where such disability shall exist for an aggregate period of more than 120 days in any 365-day period or for any period of 90 consecutive days. The Company shall by written notice to the Company of EmployeeExecutive specify the event relied upon for termination pursuant to the Section 4(a), and Executive's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance employment hereunder shall be continuing deemed terminated as of the end of 45 days after the giving date of such notice. For purposes In the event of Paragraph 6(cany termination under the Subsection 4(a), no act or failure the Company shall pay all amounts then due to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest Executive under Section 2(a) of the CompanyAgreement for any portion of the payroll period worked but for which payment had not yet been made up to the date of termination, and, if such termination was for Cause, the Company shall have no further obligations to Executive under the Agreement, and any and all options granted hereunder shall terminate according to their terms. In the event of a termination due to Executive's Disability or death, the Company shall comply with its obligations under Sections 2(e) and 2(f).

Termination of Employment. (a) The Employee's employment under this Agreement as provided in Section 1 may be terminatedterminated by the Company at any time: (ai) by the Company upon Employee's death (which shall be referred to as a for "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date cause" in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"accordance with Section 6(b); (ii) without "cause" , or (iii) upon the failure by the Employee to fully perform his duties under this Agreement for an aggregate of 9O days (exclusive of vacation days and up to 14 "sick days" per year) or more during any consecutive 12-month period by reason of illness or physical or mental disability. (b) by The Company shall be entitled to terminate the Company employment of the Employee for Cause, which means "cause" if (i) fraud the Employee grossly neglects or misappropriation with respect willfully fails or refuses to the business perform fully his duties and obligations under this Agreement, (ii) he violates or breaches any of his covenants in Section 5 hereof, (iii) he is convicted of a felony or crime involving moral turpitude, (iv) he commits any fraudulent or dishonest act that results in material injury to the Company or intentional material damage any Subsidiary or Parent, (v) he suffers from drug addiction or alcohol abuse to such extent that, in the property reasonable and good faith judgment of the Board of Directors, his ability to perform his duties hereunder is materially impaired, (vi) he makes defamatory or business of derogatory remarks, orally or in writing, about the Company, (ii) willful failure by Employee excluding remarks made in good faith to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance senior officers or misfeasance or breach directors of fiduciary duty or representation to the Company for proper business purposes such as, for example, improving operations, increasing sales, etc.) or its stockholders, (ivvii) willful failure he wilfully fails to act in accordance with any specific lawful follow the instructions of a majority of the Board of Directors of the Company or the instructions of persons reasonably designated by the Board to issue instructions to him relating to the performance of his duties to the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination");. (c) by In the event that the Employee resigns his employment with the Company at or if his employment is terminated for "cause" pursuant to Sections 6(a)(i) and 6(b), (i) the Company's obligation to pay him salary and provide him benefits hereunder shall cease as of the date of termination except for unpaid salary earned prior thereto and except, in the case of health insurance, to the extent otherwise required by applicable law, (ii) the Company shall not be obligated to pay the Bonus, if any, or any time for portion thereof in respect of the fiscal year of termination or any reason other than a For Cause Termination, Death Termination or Inability Termination subsequent fiscal year and (which iii) the Company shall be referred entitled to such relief and remedies as a "No Cause Termination");may be available to it at law and/or in equity. (d) In the event that the employee's employment with the Company is terminated by reason of the death of the Employee, then, in such case, the Company shall (i) subject to Section 6(g), continue the health insurance coverage (if any is in effect on the date of death) provided by the Company for the Employee's dependents (if the Company is providing such coverage for such dependents on the date of death) for the period required by applicable law (provided, however, that if the Company terminates such health insurance ---------- ------- coverage, if any, for its employees or their dependents generally, the Company may discontinue such coverage for such dependents on the date of such general termination), (ii) within 9O days after the end of the fiscal year in which his death occurs, pay to the Employee's spouse (or his estate if there be no surviving spouse) that portion of the Bonus, if any, for such fiscal year which is determined by multiplying the full amount of such bonus (calculated as if the Employee at were an employee hereunder for the entire fiscal year) by a fraction the denominator of which is 365 and the numerator of which is the number of days in the period from the beginning of such fiscal year to the date of death, and (iii) the Company shall not be obligated to provide or continue to provide any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); orbenefits or compensation. (e) by Employee within 30 days after In the occurrence of one or more event that the Company terminates the employment of the following: Employee without "cause" pursuant to Section 6(a) (ii), then subject to Sections 6(g) and 6(h), the Company shall (i) continue the health insurance coverage (if any reduction is in effect on the date of termination) provided by the Company for the Employee and for the Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of dependents (if the Company in response to adverse economic conditionsis providing such coverage for such dependents on the date of termination) for the period required by applicable law (provided, however, that if the Company terminates such health --------- ------- insurance coverage, if any, for its employees or their dependents generally, the Company may discontinue such coverage for the Employee and his dependents on the date of such general termination), (ii) continue to pay the Employee the salary provided for in Section 3(a) for a material breach period ending on the later to occur of this Agreement by (A) March 18, 1999 and (B) a date which is the Company, first anniversary of the date of such termination and (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at within 9O days after the end of the term then fiscal year in which such termination occurs, pay to the Employee that portion of the Bonus, if any, for such fiscal year which is determined by multiplying the full amount of such bonus (calculated as if the Employee were an employee hereunder for the entire fiscal year) by a fraction the denominator of which is 365 and the numerator of which is the number of days in the period from the beginning of the fiscal year to the date of termination. After any termination pursuant to this Section 6(e), the Company shall not be obligated to provide any benefits to the Employee or his dependents other than health insurance in accordance with the foregoing provisions of this Section 7(e). (f) In the event that the Company terminates the employment of the Employee pursuant to Section 6(a)(iii) by reason of the disability of the Employee, subject to Sections 6(g) and 6(h), the Company shall (i) continue the health insurance coverage (if any is in effect pursuant on the date of termination) provided by the Company for the Employee and his dependents (if the Company is providing such coverage to Paragraph 1 hereof such dependents on the date of termination) for the period required by applicable law (which shall be referred to as a "Constructive Termination"); provided, however, no event that if the Company terminates --------- ------- such health insurance coverage, if any, for its employees or circumstance described in clause their dependents generally, the Company may discontinue such coverage for the Employee and his dependents on the date of such general termination), (ii) or continue to pay to the Employee the salary provided for in Section 3(a) for a period ending on the later to occur of (A) March 18, 1999 and (B) a date which is the first anniversary of the date of termination and (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of within 9O days after the end of 45 the fiscal year in which such termination occurs, pay to the Employee that portion of the Bonus, if any, for such fiscal year which is determined by multiplying the full amount of the Bonus (calculated as if the Employee were an employee hereunder for the entire fiscal year) by a fraction the denominator of which is 365 and the numerator is which is the number of days in the period from the beginning of such fiscal year to the date of termination. The Company's obligation to make salary continuation payments under this Section 6(f) shall be reduced dollar-for-dollar by any benefits which the Employee receives under any policy of disability insurance for which the Company has paid the premiums (directly or indirectly). (g) Notwithstanding any of the foregoing provisions of this Section 6 requiring that the Company provide health insurance coverage to the Employee and/or his dependents after the giving date of termination of employment, the Company shall not be obligated to provide such notice. For purposes coverage (and shall not be in breach hereof for failing to provide the same) if the Employee or his dependents are not eligible for such continued coverage under the terms of Paragraph 6(c)the applicable insurance policies or the rules of the insurer. (h) If, no act or failure pursuant to act on Employee's part this Section 6, the Company becomes obligated to make salary continuation payments to the Employee after the termination of his employment, the Company shall be considered "willful" unless knowingly done or failed entitled to be done by Employee make such payments in bad faith and without the reasonable belief that Employee's action or omission was installments in the best interest of accordance with the Company's regular payroll practices for its full-time managerial employees, prorated for any partial month. Any continuation of salary provided for in this Section 6 shall be offset dollar-for-dollar by any salary and/or other compensation received or earned by the Employee during the period of salary continuation for services rendered by him as an employee, consultant or otherwise to any person, corporation or other entity.

Termination of Employment. EmployeeThe Executive's employment under this Agreement with the Company shall or may be terminated, as the case may be, for any of the following reasons: (a) by termination of the Company upon EmployeeExecutive's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work employment due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")Executive's death; (b) termination of the Executive's employment by the Company for Cause, which means Executive at or after the attainment of age sixty-five (i65) fraud or misappropriation with respect pursuant to the business a duly adopted retirement policy of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause TerminationRetirement"); (c) termination of the Executive's employment either by the Executive or by the Company at any after the Executive is physically or mentally incapacitated for a period of one hundred eighty (180) consecutive days such that the Executive cannot substantially perform the Executive's duties of employment with the Company on a full-time for any reason other than a For Cause Termination, Death Termination or Inability Termination basis (which shall be referred to as a "No Cause TerminationDisability"); (d) by Employee the Company may terminate the Executive's employment at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); orCause; (e) by Employee within 30 days after the occurrence Executive may terminate his employment for Good Reason; and (f) the Company may terminate Executive's employment at any time Without Cause. Except in the case of one Retirement or more death or as otherwise provided in Section 3(b) hereof, termination of the following: Executive's employment shall be effective only as of the earliest date (hereinafter referred to as the "Termination Date") specified by either the Executive or the Company in a written notice of termination ("Notice of Termination") delivered to the other party hereto. Notwithstanding any provision herein to the contrary, if at any time prior to a Change in Control, the Executive receives notice from the Company that the Executive shall be placed in an income continuation status (i.e., where the Company agrees to (i) any reduction in Employeecontinue to pay the Executive's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries then existing salary or a modified level of salary continuation and/or all senior executives or some of the Company in response to adverse economic conditions, Executive's then existing employee benefits and (ii) a material breach relieve the Executive of the Executive's obligation to render services to the Company), the Executive's employment, for the purpose of this Agreement by the Companyonly, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing deemed terminated as of the end of 45 days after the giving date of such notice. For purposes of Paragraph 6(c), notice and no act or failure to act on Employee's part benefits shall be considered "willful" unless knowingly done or failed payable to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyExecutive hereunder.

Termination of Employment. Employee's 18.1 The employment under this Agreement of the Executive may be terminatedterminated by the Company by summary notice in writing at any time if the Executive shall have: (a) by the Company upon Employee's death committed any serious breach or repeated or continued (which shall be referred to as a "Death Termination"after warning) or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, material breach of his obligations hereunder; or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by been guilty of conduct tending to bring himself or the Company for Cause, or any Group Company into disrepute or done or omit to do anything which means (i) fraud was or misappropriation with respect might reasonably be expected to become materially prejudicial to the business interests of the Company or intentional material damage to the property or business of the any Group Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination");; or (c) by become bankrupt under the Company at any time for any reason other than a For Cause Termination, Death Termination laws of the United Kingdom or Inability Termination (which shall be referred to as a "No Cause Termination");the United States Bankruptcy Code; or (d) been or become prohibited by Employee at any time for any reason law from being a director or (other than a "Constructive Termination" (as defined belowat the request of the Company) (which shall be referred to resigned as a "Voluntary Termination")director of the Parent ; or (e) by Employee within 30 days after been convicted in the occurrence United States of one any felony involving dishonesty or more violence or any other criminal offense other than an offense which does not in the reasonable opinion of the following: Board affect his position under this Agreement; or (if) been guilty of any reduction deliberate act of harassment, discrimination or victimisation on race, sex, disability, religion or sexual orientation grounds; or (g) been prevented by illness or accident from performing his duties under this Agreement for an aggregate period exceeding 26 weeks in Employee's base salaryany consecutive 52 week period; or (h) been terminated by the Parent pursuant to clause 16.1 of the UK Employment Contract. 18.2 If the employment under the UK Employment Contract terminates for any reason whatsoever, the Company may terminate this Agreement, provided that any such termination of the Agreement shall be deemed to be on the same basis as the reason for terminating the UK Employment Contract. 18.3 The Company shall be entitled at any time to suspend the Executive on full pay for so long as it may think fit to investigate any of the matters detailed In clauses 18.1(a) to 18.1(f) (inclusive) above if the Company considers it is necessary to do so. During any such period of suspension the Executive shall not attend at his place of work or carry out any of his duties unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of specifically required by the Company in response to adverse economic conditions, (ii) a material breach writing. 18.4 The termination by the Company of this Agreement shall be without prejudice to any claim which the Company may have for damages or other remedies arising from any breach thereof by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's Executive giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companytermination.

Termination of Employment. EmployeeThe employee's employment under this Agreement may the Agreement, shall be terminatedterminated immediately upon the happening of any of the following events: (a) The termination by the Company upon Employer of the Employee's death employment without cause upon at least ninety (which 90) days written notice to the Employee; provided, however, that the Employer shall not be referred entitled to as a "Death Termination") or terminate the Employee's physical or mental employment under the terms of this Paragraph 14 (a) during any period of total disability for any consecutive six-month period (measured from of the first date on which Employee is absent from work due to such disability to the same date as defined in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business dayParagraph 17(c) (which shall be referred to as an "Inability Termination")hereof; (b) The termination by the Company for Cause, which means Employee of his employment with the Employer without cause upon at least ninety (i90) fraud or misappropriation with respect days written notice to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination")Employer; (c) by The permanent disqualification of the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred Employee to as a "No Cause Termination")practice medicine in the State of Alabama; (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); orThe death of the Employee; (e) by Employee within 30 days after The Employee's expulsion from membership in the occurrence of one or more Medical Association of the following: State of Alabama; (f) Abusive use or abuse of drugs or alcohol; (g) The total disability of the Employee as set forth in Paragraph 17 hereof; (h) The suspension, revocation, termination or cancellation of the Employee's membership on the medical staff of, or his privileges at, any hospital for non-disciplinary reasons, including, without limitation, failure to admit patients or failure to maintain patient records on a timely basis; (i) any reduction in The termination of Employee's base salaryability to participate in or receive reimbursements from Medicare or Medicaid; and (j) Immediate termination by the Employer with "good cause" upon the giving of written notice. For the purpose of this Agreement, unless such reduction is being made in conjunction with an across-the-board reduction in "good cause" shall include, neglect of duty or professional standards, proven dishonesty, theft, fraud, embezzlement, repeated failure to be available for work or call when scheduled, disloyalty to the salaries Employer, conviction of all senior executives a felony or a crime involving moral turpitude, willful inattention to the economic or ethical welfare of the Company in response to adverse economic conditionsEmployer, (ii) and conduct constituting a material breach of this Agreement by or any other agreement between the Company, (iii) a material reduction in Employer and the Employee. In the event the Employee's total compensation and benefits package or (iv) employment under the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect is terminated without cause pursuant to Paragraph 1 hereof (which shall be referred 14(a) or 14(b), the Employer, at its option, may require the Employee to as a "Constructive Termination")cease providing services to the Employer immediately; provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless that the Employee shall have given notice to receive his compensation and other benefits, if any, hereunder until the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving effective date of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companytermination.

Termination of Employment. Employee's employment under with the Company shall terminate prior to the expiration of the Term, without further obligation on the part of the Company, except as provided in this Agreement may be terminatedAgreement, only upon the occurrence of any of the following events: (a) A. The voluntary resignation of Employee; B. The death of Employee; C. The discharge of Employee for willful misconduct, dishonesty or fraud on Employee's part in connection with the performance of any duties hereunder; D. The discharge of Employee for a material breach by Employee of any of the terms of Sections 9, 10 or 12 of this Agreement; E. The discharge of Employee upon a determination by the Company upon Board, acting in good faith and with reasonable justification, that Employee's death performance in his position as Vice President of Sales and Marketing of the Company has been unsatisfactory, after first having given written notice to the Employee that the Employee's performance has been unsatisfactory (which notice shall be referred set forth in reasonable detail the nature of the unsatisfactory performance), and Employee having failed to as cure such unsatisfactory performance within thirty (30) days thereafter to the reasonable satisfaction of the Company; F. The discharge of Employee upon a "Death Termination"determination that Employee has been unable, for any continuous period of at least three (3) months, or Employee's for shorter periods aggregating three (3) months during any 12-month period, to perform his duties hereunder by reason of injury, illness or other physical or mental disability for any consecutive six-month period (measured from such determination to be made by agreement between the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar monthCompany and Employee, or, if there is no such date or such date is not a business day, in the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by event the Company for Causeand Employee are unable to agree on such determination, which means (i) fraud or misappropriation with respect and upon written notice thereof by either party to the business other, then each of the Company and Employee shall, within ten (10) days after such notice is given, select a qualified and licensed physician, and such physicians together shall select a third licensed and qualified physician who will make such determination within thirty (30) days after his or intentional material damage to the property or business her appointment and whose determination shall be binding upon all parties hereto); or G. The discharge of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) for conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Companycrime involving moral turpitude.

Termination of Employment. Employee's employment under 8.1 The parties understand and agree that this Agreement may be terminatedterminated in the following manner in the specified circumstances; 8.1.1 By the Company, in its absolute discretion, without any notice or pay in lieu thereof, for cause. Any exercise of discretion pursuant to this paragraph shall be considered and acted upon by the Board of Directors. For the purposes of this Agreement, cause includes the following: (ai) by any material breach of the provisions of this Agreement (ii) failure or refusal of the Executive to comply with the lawful directions or instructions of the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for on any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")material matter; (biii) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business any conduct of the Company or intentional material damage to Executive which in the property or business reasonable opinion of the Company, tends to bring himself or the Company into disrepute; (iiiv) willful failure conviction of the Executive of a criminal offense punishable by Employee felony conviction; (v) any material act of dishonesty directed at the Company or any client of the Company; (vi) use by the Executive of drugs or of alcohol in a manner which materially affects his ability to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of employment duties. 8.1.2 By the Company, in its absolute discretion, without any notice or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by pay in lieu thereof, in the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more case of the following: (i) any reduction in EmployeeExecutive's base salaryDisability. Disability, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have mean any mental or physical disability or illness which results in the Executive being unable to substantially perform the duties assigned pursuant to this Agreement for a continuous period of 150 days or for periods aggregating 180 days in any period of 365 days. Any exercise of discretion pursuant to this paragraph shall be considered and acted upon by the Special Committee. Any such action by the Special Committee shall require a two-thirds vote of the Special Committee. 8.1.3 Failure by the Company to rely on the provision of this Article to terminate this Agreement or to sanction or admonish the Executive in any given instance or instances, shall not constitute a ratification of the act or acts in question nor be deemed a waiver of the strict terms of this Article. 8.2 The parties understand and agree that any offer or giving of notice (or payment of pay in lieu of notice) by the Company to the Executive on termination or proposed termination of this Agreement shall be without prejudice and shall not prevent the Company from alleging that the termination was for cause. 8.3 In the event that the employment of the Executive is terminated by the Company during the term of this Agreement (a) without cause and (b) not for reasons of disability, the Executive shall be entitled to the salary and benefits described in Appendix A to this Agreement. Upon compliance by the Company of Employee's determination this paragraph, the Executive shall not be entitled to pursue any legal action of any kind for any additional payment or notice required to be given. In the event that the Executive is terminated for cause or disability, the Executive shall not be entitled to any additional payments or benefits except as required by law. 8.4 The Executive may voluntarily resign his employment at any time provided he shall give the Company 90 days notice in writing of his intention to do so. In the event of his voluntary resignation the Executive shall be entitled to receive his salary and other benefits up to, but not after, the date of termination of his employment. 8.5 On termination of employment the Executive shall immediately resign all offices held (including directorships in the Company) and save as provided in this Agreement, the Executive shall not be entitled to receive any severance payment or compensation for loss of office or otherwise by reason of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing resignation. If the Executive fails to resign as of set out herein, the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure Company is irrevocably authorized to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was appoint some person in the best interest of Executive's name and on the CompanyExecutive's behalf to sign any documents or do any things necessary or requisite to give effect to it.

Termination of Employment. EmployeeA. The Executive's employment under this Agreement may be terminated: (a) by shall terminate upon the death of the Executive, but the Company upon Employeeshall continue to pay each month for six (6) months after the death of the Executive an amount per month equal to the salary per month (inclusive of the amount of deferred compensation) that was being paid to the Executive at the time of his death to the person or entity that the Executive shall have last designated in writing to the Company, or if the Executive shall fail to designate a person or entity or if the person or entity so designated shall not be in existence at the time of any payment pursuant to this Section 6.A., then to the Executive's death (estate. Nothing in this Section 6.A. shall in any way limit or restrict any rights or benefits to which shall be the heirs, legatees or successors in interest of the Executive are entitled under any plans, insurance or other arrangements referred to as a "Death Termination"in Section 5 hereof in the event of the Executive's death. B. The Company shall have the right to terminate the Executive's employment hereunder at any time upon not less than sixty (60) or Employee's days' advance written notice to the Executive in the event of such prolonged physical or mental disability for any consecutive six-month period (measured from or other condition of the first date on which Employee is absent from work due to such disability to the same date Executive as, in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority reasonable judgment of the Board of Directors Directors, shall render him incapable of performing the Company, or (v) conviction services required of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")him hereunder; provided, however, that (i) no event disability or circumstance described in clause condition shall be considered incapacitating unless it has prevented the Executive from carrying on his duties for a consecutive period of at least three (3) months; and (ii) or the Executive's employment shall not terminate if such disability is cured within the 60-day notice period provided herein. In addition to any retirement benefits payable to the Executive under Section 8, in the event Executive's employment is terminated as the result of disability pursuant to this Section 6.B., the Company shall continue to pay to the Executive each month for six (iii6) shall give rise months after such termination an amount equal to a "Constructive Termination" for purposes his salary per month (inclusive of this Agreement unless Employee the amount of deferred compensation) at the time of such termination. C. The Company shall have given the right to terminate the Executive's employment hereunder at any time upon not less than sixty (60) days' advance written notice to the Company Executive in the event that (i) the Executive engages in an act or acts of Employee's determination dishonesty constituting a felony and resulting or intended to result directly or indirectly in personal gain or enrichment at the expense of the occurrence of an event Company; or circumstance described in clause (ii) the Executive shall deliberately and intentionally refuse in a material way to observe or comply with any of the material terms or provisions hereof (iiiexcept by reason of total or partial incapacity due to physical or mental disability or otherwise) and such refusal is not cured or corrected within the 60-day notice period provided herein. In the event that the Company shall terminate the Executive's employment pursuant to this Section 6.C., the Company shall have no further obligation or circumstance liability under this Agreement, except that the Company shall be continuing as pay to the Executive the portion, if any, of the end Executive's salary which remains unpaid for the period up to the date of 45 days after termination. D. 1. Provided that no Change in Control of the Company shall have then occurred or be pending or contemplated, the Company shall have the right to terminate the Executive's employment, without cause, at any time during the term of the Executive's employment hereunder immediately upon the giving of written notice thereof to the Executive. In the event of any such notice. For purposes termination without cause, the Company shall, during each month during the period of Paragraph 6(c)fifteen months after such termination of employment, no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without pay the reasonable belief that Employee's action or omission was in Executive the best interest monthly salary (inclusive of the Companyamount of deferred compensation) that was being paid to the Executive prior to such termination of employment. If the Executive dies during the period that he is receiving compensation pursuant to this Section 6.D.1., the Company shall continue to make such payments to the person or entity entitled thereto pursuant to Section 6.A. for the period of time provided in this Section 6.D.1.

Termination of Employment. Employee's ’s employment under this Agreement may be terminated: with Employer shall terminate upon the earliest of: (a) Employee’s death; (b) unless waived by the Company upon Employer, Employee's death (which shall be referred to as a "Death Termination") or Employee's ’s disability, either physical or mental disability (as determined by a qualified physician mutually agreeable to Employer and Employee) which renders Employee unable, for any consecutive six-month a period of at least six (measured from 6) months, effectively to perform the first date on which Employee is absent from work due to such disability to obligations, duties and responsibilities of Employee’s employment with Employer; (c) the same date in termination of Employee’s employment by Employer for cause (as hereinafter defined); (d) Employee’s resignation; and (e) the sixth succeeding calendar monthtermination of Employee’s employment by Employer without cause. As used herein, or, if there is no such date or such date is not a business day, the next succeeding business day) (which “cause” shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means mean Employer’s good faith determination of: (i) fraud Employee’s dishonest, fraudulent or misappropriation with respect illegal conduct relating to the business of the Company or intentional material damage to the property or business of the Company, Employer; (ii) Employee’s willful failure by Employee to perform his breach or habitual neglect of Employee’s duties and responsibilities and to carry out his authority, or obligations in connection with Employee’s employment; (iii) willful malfeasance or misfeasance or breach Employee’s misappropriation of fiduciary duty or representation to the Company or its stockholders, Employer funds; (iv) willful failure to act in accordance with any specific lawful instructions Employee’s conviction of a majority felony or any other criminal offense involving fraud or dishonesty, whether or not relating to the business of the Board of Directors of the Company, Employer or Employee’s employment with Employer; (v) conviction Employee’s excessive use of Employee alcohol; (vi) Employee’s unlawful use of a felony controlled substances or other addictive behavior; (which shall be referred vii) Employee’s unethical business conduct; (viii) Employee’s breach of any statutory or common law duty of loyalty to as a "For Cause Termination"); Employer; or (cix) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a ’s material breach of this Agreement, the Non-Competition and Non-Solicitation Agreement between Employer and Employee (the “Non-Competition Agreement”), the Confidentiality and Intellectual Property Agreement between Employer and Employee (the “Confidentiality Agreement”) or the Change in Control Agreement. Upon termination of Employee’s employment with Employer for any reason, Employee will promptly return to Employer all materials in any form acquired by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to Employee as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving result of such noticeemployment with Employer, and all property of Employer. For purposes First Solar, Inc. Confidential — agt v.2-07 Page 2 of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Company.9

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by The Employee's status as an employee of the Company will terminate immediately and automatically upon Employee's death (which shall be referred the earliest to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means occur of: (i) fraud the death or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive TerminationDisability" (as defined below) of the Employee; (which shall be referred to ii) the discharge of the Employee by the Company "For Cause" (as a "Voluntary Termination"defined below); or(iii) termination of this Agreement by notice by the Employer or Company as stated herein or (iv) the expiration, without renewal, of the Employment term. The Employee hereby accepts such employment subject to the terms and conditions hereof. (eb) by Employee within 30 days after the occurrence of As used herein, "For Cause" shall mean any one or more of the following: (i) any reduction in material or repeated violations by the Employee (after notice thereof from the Company) of the terms of this Agreement or the Employee's base salary, unless such reduction is being made material or repeated failure (after notice thereof from the Company) to perform the Employee's duties in conjunction a manner consistent with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, Employee's position; (ii) a material breach excessive absenteeism on the part of this Agreement by the Company, Employee not related to illness or disability; (iii) a material reduction in the Employee's total compensation and benefits package indictment for a felony or conviction of a misdemeanor involving moral turpitude; (iv) the Employee's commission of fraud, embezzlement, theft or other acts involving dishonesty, or crimes constituting moral turpitude, in any case whether or not involving the Company's giving notice , that in the opinion of the non-renewal of this Agreement at Board, renders the end Employee's continued employment harmful to the Company; (v) substance abuse on the part of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")Employee; provided, however, no event or circumstance described in clause (ii) or (iiivi) shall give rise knowing and material failure by the Employee to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice comply with applicable laws, regulations and policies relating to the Company of Employee's determination business of the occurrence of an event Company or circumstance described in clause (ii) its Affiliates; or (iiivii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee acting in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of relative to the Company's business interests. In the event the Company terminates this Agreement For Cause, Employee shall be entitled to receive only that Salary earned and Benefits accrued up to the date of termination.

Termination of Employment. (a) Employee's ’s employment under this Agreement may be terminatedhereunder: (ai) will automatically terminate upon the death, Disability, voluntary resignation, or retirement of Employee; and for purposes hereof, “Disability,” means a physical or mental disability or other incapacity which renders the Employee unable, with reasonable accommodation, to perform his/her duties for 180 consecutive days or for an aggregate of more than six (6) months in any twelve (12) month period; (ii) may be terminated at any time: (A) By the Employee after a material breach by the Company of any material provision of this Agreement which, if correctable by the Company, remains uncorrected for thirty (30) days following written notice of such breach to the Company from the Employee; or (B) By the Employee upon a Change of Control (as defined below); (C) By the Company, upon ten (10) days’ notice without cause. (iii) may be terminated by the Company upon ten (10) days’ written notice, for “cause”, which will mean by reason of any of the following: (A) Employee's death ’s conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to the Company (which shall be referred to as a "Death Termination"whether or not for personal gain) or Employee's physical involving acts of theft, fraud or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")embezzlement; (bB) by the Company for Cause, which means (i) fraud willful and intentional misuse or misappropriation with respect to the business diversion of the Company or intentional material damage to the property or business any of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination")’s funds; (cC) by embezzlement; (D) fraudulent or willful and material misrepresentations or Concealments on any written reports submitted to the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination")Company; or (eE) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach by the Employee of any material provision of this Agreement which, if correctable by the CompanyEmployee, remains uncorrected for thirty (iii30) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving days following written notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice such breach to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of from the Company.

Termination of Employment. Employee's ’s employment under this Agreement may be terminatedwith Employer shall terminate upon the earliest of: (a) Employee’s death; (b) unless waived by the Company upon Employer, Employee's death ’s “Disability” (which for purposes of this Agreement, shall be referred to as mean either a "Death Termination") or Employee's physical or mental disability condition (as determined by a qualified physician mutually agreeable to Employer and Employee) which renders Employee unable, for any consecutive six-month a period of at least six (measured from 6) months, effectively to perform the first date on which Employee is absent from work due to such disability to obligations, duties and responsibilities of Employee’s employment with Employer); (c) the same date in termination of Employee’s employment by Employer for Cause (as hereinafter defined); and (d) the sixth succeeding calendar monthtermination of Employee’s employment by Employer without Cause. As used herein, or, if there is no such date or such date is not a business day, the next succeeding business day) (which “Cause” shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means mean Employer’s good faith determination of: (i) fraud Employee’s dishonest, fraudulent or misappropriation with respect illegal conduct relating to the business of the Company or intentional material damage to the property or business of the Company, Employer; (ii) Employee’s willful failure by Employee to perform his breach or habitual neglect of Employee’s duties and responsibilities and to carry out his authority, or obligations in connection with Employee’s employment; (iii) willful malfeasance or misfeasance or breach Employee’s misappropriation of fiduciary duty or representation to the Company or its stockholders, Employer funds; (iv) willful failure to act in accordance with any specific lawful instructions Employee’s conviction of a majority felony or any other criminal offense involving fraud or dishonesty, whether or not relating to the business of the Board of Directors of the Company, Employer or Employee’s employment with Employer; (v) conviction Employee’s excessive use of Employee alcohol; (vi) Employee’s unlawful use of a felony controlled substances or other addictive behavior; (which shall be referred vii) Employee’s unethical business conduct; (viii) Employee’s breach of any statutory or common law duty of loyalty to as a "For Cause Termination"); Employer; or (cix) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a ’s material breach of this Agreement, the Non-Competition and Non-Solicitation Agreement between Employer and Employee entered into on the date hereof, as may be amended from time to time (the “Non-Competition Agreement”), the Confidentiality and Intellectual Property Agreement between Employer and Employee entered into on the date hereof, as may be amended from time to time (the “Confidentiality Agreement”) or the Change in Control Agreement. Upon termination of Employee’s employment with Employer for any reason, Employee will promptly return to Employer all materials in any form acquired by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to Employee as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving result of such notice. For purposes employment with Employer, and all property of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the CompanyEmployer.

Termination of Employment. EmployeeA. The Executive's employment under this Agreement may be terminated: (a) by --------- ------------------------- shall terminate upon the death of the Executive, but the Company upon Employeeshall continue to pay each month for six (6) months after the death of the Executive an amount per month equal to the salary per month (inclusive of the amount of deferred compensation) that was being paid to the Executive at the time of his death to the person or entity that the Executive shall have last designated in writing to the Company, or if the Executive shall fail to designate a person or entity or if the person or entity so designated shall not be in existence at the time of any payment pursuant to this Section 6.A., then to the Executive's death (estate. Nothing in this Section 6.A. shall in any way limit or restrict any rights or benefits to which shall be the heirs, legatees or successors in interest of the Executive are entitled under any plans, insurance or other arrangements referred to as a "Death Termination"in Section 5 hereof in the event of the Executive's death. B. The Company shall have the right to terminate the Executive's employment hereunder at any time upon not less than sixty (60) or Employee's days' advance written notice to the Executive in the event of such prolonged physical or mental disability for any consecutive six-month period (measured from or other condition of the first date on which Employee is absent from work due to such disability to the same date Executive as, in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority reasonable judgment of the Board of Directors Directors, shall render him incapable of performing the Company, or (v) conviction services required of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination")him hereunder; provided, however, that (i) no event disability or circumstance described in clause condition shall be considered incapacitating unless it has prevented the Executive from carrying on his duties for a consecutive period of at least three (3) months; and (ii) or the Executive's employment shall not terminate if such disability is cured within the 60-day notice period provided herein. In addition to any retirement benefits payable to the Executive under Section 8, in the event Executive's employment is terminated as the result of disability pursuant to this Section 6.B., the Company shall continue to pay to the Executive each month for six (iii6) shall give rise months after such termination an amount equal to a "Constructive Termination" for purposes his salary per month (inclusive of this Agreement unless Employee the amount of deferred compensation) at the time of such termination. C. The Company shall have given the right to terminate the Executive's employment hereunder at any time upon not less than sixty (60) days' advance written notice to the Company Executive in the event that (i) the Executive engages in an act or acts of Employee's determination dishonesty constituting a felony and resulting or intended to result directly or indirectly in personal gain or enrichment at the expense of the occurrence of an event Company; or circumstance described in clause (ii) the Executive shall deliberately and intentionally refuse in a material way to observe or comply with any of the material terms or provisions hereof (iiiexcept by reason of total or partial incapacity due to physical or mental disability or otherwise) and such refusal is not cured or corrected within the 60-day notice period provided herein. In the event that the Company shall terminate the Executive's employment pursuant to this Section 6.C., the Company shall have no further obligation or circumstance liability under this Agreement, except that the Company shall be continuing as pay to the Executive the portion, if any, of the end Executive's salary which remains unpaid for the period up to the date of 45 days after termination. D. 1. Provided that no Change in Control of the Company shall have then occurred or be pending or contemplated, the Company shall have the right to terminate the Executive's employment, without cause, at any time during the term of the Executive's employment hereunder immediately upon the giving of written notice thereof to the Executive. In the event of any such notice. For purposes termination without cause, the Company shall, during each month during the period of Paragraph 6(c)one (1) year after such termination of employment, no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without pay the reasonable belief that Employee's action or omission was in Executive the best interest monthly salary (inclusive of the Companyamount of deferred compensation) that was being paid to the Executive prior to such termination of employment. If the Executive dies during the period that he is receiving compensation pursuant to this Section 6.D.1., the Company shall continue to make such payments to the person or entity entitled thereto pursuant to Section 6.A. for the period of time provided in this Section 6.D.1.

Termination of Employment. Employee's employment under this Agreement may 4.1 In the event that a Grantee ceases, for any reason, to be terminatedemployed by the Nur or any of its Affiliates, all Options theretofore granted to such Grantee shall terminate as follows, subject to the provisions of 3.2 above and 12.2 below: (a) by All Options, which are not vested and not exercisable at the Company upon Employee's death (which time of the cessation of employment, shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination");terminate immediately. (b) by All exercisable Options at the Company for Causetime of the Grantee's cessation of employment shall be exercisable at any time until the end of three (3) months from the cessation of the Employees employment (but in no event after the expiration date of such Option), which means and shall thereafter terminate. (c) Notwithstanding the aforesaid in Section 4.3(b) above, if the Grantee's termination of employment is due to (i) fraud or misappropriation with respect to the business breach of the Company Grantee's fiduciary duties towards Nur or intentional material damage to the property any of its Affiliates, or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authoritybreach of the Grantee's duty of care towards Nur or any of its Affiliates, or (iii) willful malfeasance the Grantee has committed any flagrant criminal offense, or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to the Grantee has committed a fraudulent act in accordance with towards Nur or any specific lawful instructions of a majority of the Board of Directors of the Companyits Affiliates, or (v) conviction the Grantee caused intentionally, by act or omission, any financial damage to Nur or any of Employee its Affiliates, all the Options whether vested or not shall ipso facto expire immediately and be of a felony (which no legal effect. For the purposes of this Section 4.1(c), the date of termination of employment shall be referred the date on which the termination notice is sent to the Grantee, or the date on which the resignation notice is sent to the employer, as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Terminationcase may be, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination");regardless of the actual date of cessation of work. (d) by Employee Notwithstanding the aforesaid, if the Grantee ceases to be a full-time employee of Nur or any of its Affiliates and becomes a part-time employee, such Options (to the extent exercisable at the time the Grantee ceases to be a full-time employee of any time for any reason other than a "Constructive Termination" (as defined belowof the Companies) (which shall be referred to as exercisable for a "Voluntary Termination"); orperiod of six (6) months following such cessation of the full-time employment, and shall thereafter terminate. All Options that are not vested at the time of cessation of the full-time employment shall ipso facto expire and be of no legal effect. (e) If a Grantee should retire (as such term is defined by Employee within 30 the Committee at its sole and absolute discretion), he shall, subject to the approval of the Committee, continue to enjoy such rights, if any, under the Plan and on such terms and conditions, with such limitations and subject to such requirements as the Committee in its discretion may determine. (f) Notwithstanding any inconsistent or contrary provision of the Plan or this Option Award, if this Option Award has not expired on the relevant date, the Options represented in this Option Award shall cease to be treated as ISOs 91 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach of this Agreement by the Company, (iii) a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed Grantee ceases to be done by Employee in bad faith and without the reasonable belief that Employee's action a common law employee of Nur or omission was in the best interest of the Company.a parent corporation or subsidiary

Termination of Employment. (a) Employee's employment under this Agreement may be terminatedhereunder: (a) by the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means (i) fraud or misappropriation with respect to shall automatically terminate upon the business occurrence of any of the Company following: (A) the mental or intentional material damage to the property physical incapacity or business inability of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and for a consecutive period of one hundred twenty (120) days or a non-consecutive period of one hundred eighty (180) days during any twelve month period; (B) the death of Employee; or (C) the voluntary resignation or retirement of Employee; and (ii) may be terminated by the Holding Company or the Company, at any time, for "CAUSE", which shall mean by reason of any of the following: (A) Employee's conviction of, or plea of nolo contendere to, any felony or to carry out his authorityany crime or offense causing substantial harm to any of the Related Parties or involving acts of theft, fraud, embezzlement, moral turpitude or similar conduct; (B) malfeasance in the conduct of Employee's duties, including, but not limited to, (iii1) willful malfeasance and intentional misuse or misfeasance diversion of funds of any of the Relate Parties, (2) embezzlement, or (3) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to the Related Parties; (C) Employee's material breach of fiduciary duty the provisions of this Agreement or representation to the Company or its stockholders, (iv) willful material failure to act in accordance follow or comply with any specific the reasonable and lawful instructions of a majority written directives of the Board of Directors of the Holding Company or the Company, PROVIDED, HOWEVER, that Employee shall have been informed, in writing, of such material breach or failure and given a period of sixty (v60) conviction of Employee of a felony (which shall be referred days to as a "For Cause Termination");remedy same. (cb) by Upon any termination of Employee's employment pursuant to this Section 5, all obligations (of the Holding Company and the Company at under this Agreement shall terminate; PROVIDED, HOWEVER, that if Employee's employment hereunder is involuntarily terminated without "cause", as defined above, or if Employee's employment is terminated (whether voluntarily or involuntarily) following any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive TerminationChange in Control" (as defined below), then the Company shall continue to pay to Employee his then-current monthly salary and to provide his then-current benefits ("SEVERANCE Payments") during the lesser of (which shall be referred to as a i) the 24 month period following the date of termination of Employee's employment, or (ii) the remainder of the Term (the "Voluntary TerminationSEVERANCE PERIOD"); or (e) provided that, the Company's obligation to make Severance Payments shall automatically terminate upon any breach by Employee within 30 days after the occurrence of one or more of the following: (i) provisions in Sections 8, 9 and 10. For purposes hereof, a "Change in Control" is any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction change in the salaries of all senior executives ownership of the capital stock of the Holding Company in response (whether resulting from a merger, consolidation, sale of capital stock or otherwise) which causes, by reason other than the completion of a public offering of the Common Stock pursuant to adverse economic conditionsan effective registration statement filed with the Securities and Exchange Commission, (ii) a material breach the owners of the capital stock of the Holding Company as of the date of this Agreement by to no longer have the Company, (iii) right to elect a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice majority of members of the non-renewal Board of this Agreement at the end Directors of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was in the best interest of the Holding Company.

Termination of Employment. Employee's employment under this Agreement may be terminated: (a) by The Employee's status as an employee of the Company will terminate immediately and automatically upon Employee's death (which shall be referred the earliest to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination"); (b) by the Company for Cause, which means occur of: (i) fraud the death or misappropriation with respect to the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive TerminationDisability" (as defined below) of the Employee; (which shall be referred to ii) the discharge of the Employee by the Company "For Cause" (as a "Voluntary Termination"defined below); or(iii) termination of this Agreement by notice by the Employer or Company as stated herein or (iv) the expiration, without renewal, of the Employment. The Employee hereby accepts such employment subject to the terms and conditions hereof. (eb) by Employee within 30 days after the occurrence of As used herein, Tor Cause" shall mean any one or more of the following: (i) any reduction in material or repeated violations by the Employee (after notice thereof from the Company) of the terms of this Agreement or the Employee's base salarymaterial or repeated failure (after notice thereof from the Company) to perform the Employee's duties in a manner consistent with the Employee's position; (ii) excessive absenteeism on the part of the Employee not related to illness or disability; (iii) the Employee's indictment for a felony or conviction of a misdemeanor involving moral turpitude; (iv) the Employee's commission of fraud, unless such reduction is being made embezzlement, theft or other acts involving dishonesty, or crimes constituting moral turpitude, in conjunction with an across-the-board reduction any case whether or not involving the Company, that in the salaries opinion of all senior executives the Board, renders the Employee's continued employment harmful to the Company; (v) substance abuse on the part of the Employee; or (vi) knowing and material failure by the Employee to comply with applicable laws, regulations and policies relating to the business of the Company or its Affiliates; or (vii) the Employee acting in response bad faith relative to adverse economic conditions, (ii) a material breach of the Company's business interests. In the event the Company terminates this Agreement For Cause, Employee shall be entitled to receive only that Salary earned and Benefits accrued up to the date of termination. (c) As used herein, "Disability" shall mean a physical or mental incapacity of the Employee that, in the good faith determination of the Company has prevented the Employee from performing the duties assigned the Employee by the Company for 30 consecutive days or for a period of more than 60 days in the aggregate in any 12-month period and that, in the determination of the Company after consultation with a medical doctor appointed by the Company, (iii) a material reduction in may be expected to prevent the Employee for any period of time thereafter from devoting the Employee's total compensation full time and benefits package energies (or (ivsuch lesser time and energies as may be acceptable to the Company in its sole discretion) to the Employee's duties as provided hereunder. The Employee's employment hereunder, except as otherwise agreed to in writing between the Company and the Employee, shall cease as of the date of such determination. The Employee agrees to submit to medical examinations, at the Company's giving notice sole cost and expense, to determine whether a Disability exists pursuant to reasonable requests that the Company may make from time to time. In the event this Agreement is terminated by the Company under sub-paragraph 5 (a) (i) hereof, Employee or his legal representatives, as applicable, shall be entitled to receive any outstanding Salary earned and Benefits then accrued, up to the date of the non-renewal employee's death, or the date of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" for purposes of this Agreement unless Employee shall have given notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause (ii) or (iii) and such event or circumstance shall be continuing as of the end of 45 days after the giving of such notice. For purposes of Paragraph 6(c), no act or failure to act on Employee's part shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and without the reasonable belief that Employee's action or omission was termination in the best interest event of the Companydisability, as applicable.

Termination of Employment. Employee(a) The Executive's employment under this Agreement may be terminatedhereunder shall terminate: (ai) by upon the Company upon Employee's death (which shall be referred to as a "Death Termination") or Employee's physical or mental disability for any consecutive six-month period (measured from of the first date on which Employee is absent from work due to such disability to the same date in the sixth succeeding calendar month, or, if there is no such date or such date is not a business day, the next succeeding business day) (which shall be referred to as an "Inability Termination")Executive; (bii) by upon the Company for CauseDisability of the Executive, which means (i) fraud or misappropriation with respect to for the business of the Company or intentional material damage to the property or business of the Company, (ii) willful failure by Employee to perform his duties and responsibilities and to carry out his authority, (iii) willful malfeasance or misfeasance or breach of fiduciary duty or representation to the Company or its stockholders, (iv) willful failure to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company, or (v) conviction of Employee of a felony (which shall be referred to as a "For Cause Termination"); (c) by the Company at any time for any reason other than a For Cause Termination, Death Termination or Inability Termination (which shall be referred to as a "No Cause Termination"); (d) by Employee at any time for any reason other than a "Constructive Termination" (as defined below) (which shall be referred to as a "Voluntary Termination"); or (e) by Employee within 30 days after the occurrence of one or more of the following: (i) any reduction in Employee's base salary, unless such reduction is being made in conjunction with an across-the-board reduction in the salaries of all senior executives of the Company in response to adverse economic conditions, (ii) a material breach purposes of this Agreement shall be defined as set forth under the MasterCard Long-Term Disability Benefits Plan, as it may be amended from time to time, which continues for a period of at least six (6) months or for an aggregate of one hundred eighty (180) days within any twelve (12) month period), as determined by the Company's disability insurance carrier, (iii) after review of such medical evidence as the disability insurance carrier may deem necessary. Any dispute concerning whether the Executive is deemed to have suffered a material reduction in Employee's total compensation and benefits package or (iv) the Company's giving notice of the non-renewal of this Agreement at the end of the term then in effect pursuant to Paragraph 1 hereof (which shall be referred to as a "Constructive Termination"); provided, however, no event or circumstance described in clause (ii) or (iii) shall give rise to a "Constructive Termination" Disability for purposes of this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in the MasterCard Long-Term Disability Benefits Plan. The Executive shall be required to apply for Long-Term Disability benefits promptly upon becoming disabled or upon request by the Company. The Company may not terminate the Executive's employment on account of Disability under the provisions of this paragraph unless Employee the Executive has been approved to receive benefits under the terms of the MasterCard Long-Term Disability Benefits Plan. (iii) at the option of the Company, exercisable by or upon the authority of the Company's Board of Directors and effective not less than fourteen (14) days after the giving by the Company to the Executive of written notice of such exercise, for "Cause" ("Notice of Termination for Cause"), which, for purposes of this Agreement, shall have given mean: (A) the willful failure by the Executive to perform his duties or responsibilities (other than due to Disability); (B) the Executive's having been convicted of, or entered a plea of guilty or nolo contendere to any crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude; (C) the material breach by the Executive of any written covenant or agreement with the Company not to disclose any information pertaining to the Company; or (D) the breach by the Executive of the Code of Conduct, any material provision of this Agreement, or any material provision of the following Company policies: nondiscrimination, substance abuse, workplace violence, nepotism, travel and entertainment, corporate information security, antitrust/competition law, foreign corrupt practices act and other Company policies approved by the Executive adopted after the date of this Agreement that the Company notifies Executive are to be included in this section. The Company's Notice of Termination For Cause shall state the date of termination and the basis for the Company's determination that the Executive's actions establish Cause hereunder. Upon the Executive's receipt of a Notice of Termination For Cause, the Executive may, prior to the date of termination set forth therein, seek to cure any conduct identified in the Notice of Termination For Cause as establishing Cause (to the extent susceptible to cure) and shall, upon his written request, be accorded the right to address the Board of Directors, with or without counsel to the Executive present at the Executive's option, for the purpose of responding to the Notice of Termination For Cause. Following such meeting between the Executive and the Board of Directors, if the Board of Directors does not withdraw or modify the Notice of Termination For Cause, the Executive's employment shall terminate on the date of termination stated in the Notice of Termination For Cause. (iv) at the option of the Company, for a reason other than death, Disability or Cause, effective ninety (90) days after the giving of written notice of such exercise or immediately upon the Company's tender to the Executive of written notice and ninety (90) days' Base Salary in lieu of such notice period; (v) at the option of the Executive, effective ninety (90) days after the giving of written notice to the Company of Employee's determination of the occurrence of an event or circumstance described in clause grounds for termination for Good Reason by the Executive, which grounds, as specified by the Executive, have not been cured by the Company during such ninety (ii90) or day period. The Company may waive the ninety (iii90) and such event or circumstance shall day notice required to be continuing as of given by the end of 45 days after Executive hereunder by giving written notice to the giving of such noticeExecutive. For purposes of Paragraph 6(c), no act or failure to act on Employee's part this Agreement "Good Reason" shall be considered "willful" unless knowingly done or failed to be done by Employee in bad faith and mean the occurrence at any time of any of the following without the reasonable belief that EmployeeExecutive's action or omission was in the best interest of the Company.prior written consent: