Common use of Termination With Cause Clause in Contracts

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his his/her duties and responsibilities or refused to follow or comply with the lawful direction of the Board of Directors of the Company or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him Employee, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his Employee’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him Employee other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by The Company has the Company right, at any time “for cause” without during the Term, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice or prior warningas specified therein, to terminate the Executive’s employment under this Agreement and discharge the Executive with Cause. For purposes If such right is exercised, the Company’s obligation to the Executive shall be limited solely to the payment of the Accrued Amounts excluding the Prorated Short Term Incentives and accrued but unpaid vacation. As used in this Agreement, the term “causeCause” shall mean mean, in the Company’s good faith determination of the Board any: (A) willful failure to substantially perform Executive’s duties with the Company (other than by reason of Executive’s Disability), after a written demand for substantial performance is delivered to the Executive that Employee has: specifically identifies the manner in which the Company believes that the Executive has not substantially performed such duties, and the Executive has failed to remedy the situation within thirty (a30) Acted with gross neglect or willful misconduct days of such written notice from the Company; (B) Gross negligence in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction performance of the Company Executive’s duties; (C) Conviction of, or plea of guilty or nolo contendre to any felony or any crime involving moral turpitude or the terms and conditions personal enrichment of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; the Executive at the expense of the Company; (bD) Acquiesced or participated Willful engagement in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal demonstrably and involves conduct that has the potential, in the Company’s reasonable opinion, materially injurious to cause the Company, its officers monetarily or its directors embarrassment or ridicule; otherwise, including without limitation Executive’s breach of fiduciary duties owed to the Company; (cE) Violated a material requirement Willful violation of any Company policy or procedure, specifically including a violation material provision of the Company’s Code code of Ethics conduct; (F) Willful violation of any of the material covenants contained in Section 3, as applicable; (G) Act of dishonesty resulting in or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged intending to result in any act that, in personal gain at the reasonable opinion expense of the Company; or (H) Engaging in any material act that is intended or may be reasonably expected to harm the reputation, is contrary to its best interests business prospects, or would hold operations of the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time with “Cause” for causedoing so upon written notice of termination to Executive specifying the date of termination and the factual circumstances constituting “Cause” without notice or prior warningfor such termination. For purposes of this Agreement, the Company will have “causeCause” shall mean the Companyto terminate Executive’s good faith determination that Employee employment if Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his Executive’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing provided such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;; or (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule;; or (c) Violated a material requirement of any Company policy or procedure, specifically including a violation or policy or procedure of the Company’s Code of Ethics or Associate Policy Manual;an affiliated company that applies to Executive; or (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein);confidential information of the Company or any of its affiliated companies; or (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting causeCause. Upon the occurrence termination of Executive’s employment for Cause, Executive shall only be entitled to such compensation, benefits, and perquisites that have been paid or discovery accrued as of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits date of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable lawtermination. To the extent any violation of this Paragraph Section is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. EmployeeThe Company may terminate Executive’s employment may be terminated by the Company for “Cause,” as defined below, at any time upon written notice to Executive. (a) If Executive’s employment is terminated for Cause, (i) the Company will pay only accrued Base Salary and accrued but unused vacation through and including the termination date, (ii) the Company will pay any earned but unpaid bonus pursuant to Section 3.2 (iii) Executive will be provided with any benefits to which Executive is entitled under Company retirement and welfare benefit plans in accordance with Section 3.4, subject to the terms and conditions of such plans, and (iv) Executive will have the opportunity to continue health coverage under the Company’s group health plan to the extent required by and in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“for cause” without notice COBRA”) (the foregoing payments and benefits are collectively referred to herein as the “Accrued Obligations”). No severance or prior warning. any other payments of any kind, other than the Accrued Obligations, shall be payable to Executive upon termination of employment with Cause, except as required by law. (b) For purposes of this Agreement, “causeCause” shall mean means: (i) Executive’s indictment or conviction of, or plea of nolo contendere to, a felony or any other crime involving financial dishonesty against the Company; (ii) Executive’s engaging in any act of fraud, gross misconduct, illegality, or unlawful harassment, or the repeated failure by Executive to follow the reasonable and lawful directives of the Board or a committee thereof, which, as determined in good faith determination that Employee has: by the Board, would: (aA) Acted with gross neglect materially adversely affect the business or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction reputation of the Company with its current or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (B) expose the terms and conditions Company to a risk of civil or criminal legal damages, liabilities or penalties; (iii) Executive’s material breach of this Agreement, providing such refusal is the PRA, or any written code of ethics or standards of conduct policies adopted by the Board; and (iv) Executive’s willful breach of fiduciary obligation. For purposes of this definition, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive in knowing bad faith and without reasonable belief that Executive’s action or omission was in, or not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonestopposed to, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation best interests of the Company’s Code . With respect to those circumstances of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, Cause set forth in the reasonable opinion preceding clauses that are reasonably susceptible to cure, Cause shall only exist in cases in which the Company has provided Executive with written notice of the Company, is contrary alleged circumstances of Cause and Executive has failed to its best interests or would hold cure such condition to the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery reasonable satisfaction of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment within thirty (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure 30) days after such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancesnotice.

Termination With Cause. EmployeeThe Company shall at all times have the right, upon written notice to Executive, to terminate Executive’s employment may be terminated by the Company at any time “for cause” without notice or prior warninghereunder with Cause. For purposes of this Agreement, the following shall constitute “cause” shall mean the Company’s good faith determination that Employee hasCause”: (ai) Acted the failure of Executive to act in accordance with directives of the Board after written notice and a twenty (20) day opportunity to cure such failure; (ii) the gross neglect negligence or willful misconduct of Executive in the discharge performance of his duties and responsibilities under this Agreement; (iii) use of alcohol or refused to follow or comply illegal drugs interfering with the lawful direction performance of Executive’s duties hereunder; (iv) any act of fraud, embezzlement or theft, or any other material violation of law in connection with Executive’s duties or in the course of his employment with the Company; or (v) the material breach by Executive of any term of this Agreement or written policy of the Company or its affiliates, provided that if such breach reasonably may be cured, the terms Company has given Executive prior written notice of such breach and conditions of this Agreement, providing at least twenty (20) days after such refusal notice is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, given to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, cure such breach in the reasonable opinion judgment of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting causeBoard. Upon the occurrence or discovery of any event specified abovetermination pursuant to this Section 9(a), the Company shall have within a reasonable time following the right Date of Termination, not to terminate Employee’s exceed thirty (30) days, pay to Executive (i) the pro rata portion of any unpaid Annual Salary earned through the Date of Termination, (ii) reimbursements for any reasonable business expenses properly incurred by Executive upon his compliance with the requirements of Section 4(e) above, and (iii) payment for benefits under any benefit plan, program or policy that Executive participated in during employment, effective immediatelypaid pursuant to the terms of such plan, by providing notice thereof program and policy up to Employee without further obligation to him other than accrued wages or other accrued wagesthe Date of Termination (collectively, deferred compensation or other accrued benefits of employment (collectively referred to herein as the “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction)Thereafter, the Company agrees and its affiliates shall have no further liability to provide Employee Executive. Without limiting the foregoing, in the event of a termination with a reasonable opportunity Cause, Executive shall have no right to so cure such defectreceive any Annual Bonus or Transaction Incentive Fee. Absent written mutual agreement otherwise, Executive’s rights relating to his Stock Options shall be governed by the Parties agree in advance that it is not possible for Employee to cure any violations terms of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancesthe Option Plan and Option Agreement.

Termination With Cause. Employee(1) During the Employment Period, the Executive’s employment with the Company may be terminated by the Company at any time for cause. (2) As used herein, the term “for cause” without shall mean and be limited to: (i) any willful and material breach of this Agreement by the Executive; (ii) any willful or gross neglect by the Executive of his/her duties and responsibilities hereunder; (iii) any fraud, criminal misconduct, breach of fiduciary duty, dishonesty, or gross and willful misconduct by the Executive in connection with the performance of his/her duties and responsibilities hereunder; (iv) the Executive being legally intoxicated or under the influence of illegal or illegally obtained drugs during business hours or while on call, or being habitually drunk or addicted to drugs (provided that this shall not restrict the Executive from taking physician-prescribed medication in accordance with the applicable prescription); (v) conviction of, or a plea of “guilty” or “no contest” to a felony or crime of moral turpitude under the laws of the United States or any state thereof; (vi) any action by the Executive that may materially impair or materially damage the reputation of the Company; (vii) insubordinate disregard of any lawful direction of material consequence given to the Executive by the Company; or (viii) repeated failure or refusal to comply with the Company’s policies and procedures; provided that if the Executive is to be terminated pursuant to subsections (i), (ii), (vi), (vii), or (viii), the Executive will receive notice or prior warning. For purposes and thirty (30) days to cure. (3) Upon termination for cause, Executive shall be entitled only to accrued and unpaid Salary and Fringe Benefits, as defined in Section 3 of this Agreement, “cause” shall mean and payment for any vacation or leave accrued, through the Company’s good faith determination that Employee has: (a) Acted with gross neglect date of termination of employment. In addition, any shares of Common Stock subject to unexercised options, whether the options are vested or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreementunvested, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in delivered to Executive and all such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which options and shares shall be paid in accordance with the Company’s past practice void and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (have no further force or cured within a reasonable period effect as to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancesExecutive.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities responsibilities, or refused to follow or comply with the lawful direction of the Company Board of Directors of the Company, the Chief Executive Officer or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;. (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level)illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s Board of Directors’ reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or Board of Directors of the Company would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; (f) Breached the warranties of Executive set forth in Paragraph 7 herein; or (fg) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate EmployeeExecutive’s employment, effective immediately, by providing notice thereof to Employee Executive without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph paragraphs (b), (d) or (df) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for cause unless (A) a determination that cause exists is made and approved by a majority of the Company’s Board, (B) if the circumstance giving rise to the issue are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address such meeting.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Board of Directors of the Company or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him Employee, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his her duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him her other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time with “Cause” for causedoing so upon written notice of termination to Executive specifying the date of termination and the factual circumstances constituting “Cause” without notice or prior warningfor such termination. For purposes of this Agreement, the Company will have “causeCause” shall mean the Companyto terminate Executive’s good faith determination that Employee employment if Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his Executive’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing provided such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;; or (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule;; or (c) Violated a material requirement of any Company policy or procedure, specifically including a violation or policy or procedure of the Company’s Code of Ethics or Associate Policy Manual;an affiliated company that applies to Executive; or (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein);confidential information of the Company or any of its Affiliated Companies; or (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting causeCause. Upon the occurrence termination of Executive’s employment for Cause, Executive shall only be entitled to such compensation, benefits, and perquisites that have been paid or discovery accrued as of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits date of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable lawtermination. To the extent any violation of this Paragraph Section is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing Agreement provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics Ethical Business Conduct or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Board of Directors of the Company or the terms and conditions of this Agreement, providing Agreement provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics Ethical Business Conduct or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s The TOWN may terminate ATTORNEY's employment may be terminated by the Company hereunder at any time “for cause” without notice . No lump sum cash payment or prior warningother severance pay shall be due ATTORNEY upon any termination for cause. For purposes of this Agreement, “"cause” " shall mean any of the Company’s good faith determination following: (i) a gross or habitual failure to perform the functions and duties of the Town ATTORNEY or any other obligations as required by the terms of this Agreement; (ii) Any other intentional or grossly negligent action or inaction by ATTORNEY that Employee hasmaterially and substantially: (aA) Acted with gross neglect impedes or willful misconduct in disrupts the discharge operations of his duties the TOWN or its organizational units; (B) is detrimental to employee or public safety; or (C) violates properly established rules or procedures of the Town causing a material and responsibilities substantial adverse effect on the TOWN's interests as clearly defined and delineated by properly established Town Council action taken by the Town Council as a body, policy, regulations or ordinances of the TOWN; (iii) That ATTORNEY has been willfully and intentionally absent without leave, or has willfully and intentionally failed to report after leave of absence has expired; (iv) That ATTORNEY has willfully failed or refused to follow appear in obedience to lawful process or comply order of the Town Council or to answer questions under oath, before the TOWN Council or before a duly authorized committee of Congress of the United States or of the Legislature of the State of California, or a committee or subcommittee of said Congress or Legislature, or before any authorized court, office or tribunal, or before a Grand Jury, on any subject relating to (I) matters connected with the lawful direction conduct of official business of the Company TOWN or of any division, department, board or commission thereof, or (2) any of the terms matters set forth in sections 1028 and conditions 1028.1 of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal the Government Code of the State of California; or ethical standards; (bv) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves That ATTORNEY has been convicted of a misdemeanor involving a crime of moral turpitude or is otherwise illegal and involves conduct that has the potentiala felony, in the Company’s reasonable opinion, or entry of a plea of nolo contendere with regard to cause the Company, its officers a misdemeanor involving a crime of moral turpitude or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancesfelony.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities responsibilities, or refused to follow or comply with the lawful direction of the Board of Directors of the Company or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards;. (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level)illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s Board of Directors’ reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or Board of Directors of the Company would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; (f) Breached the warranties of Executive set forth in Paragraph 7 herein; or (fg) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate EmployeeExecutive’s employment, effective immediately, by providing notice thereof to Employee Executive without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred refereed to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph paragraphs (b), (d) or (df) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for cause unless (A) a determination that cause exists is made and approved by a majority of the Company’s Board, (B) if the circumstance giving rise to the issue are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address such meeting.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities responsibilities, or refused to follow or comply with the lawful direction of the Company Board of Directors of the Company, the Chief Operating Officer or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;. (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level)illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s Board of Directors’ reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or Board of Directors of the Company would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; (f) Breached the warranties of Executive set forth in Paragraph 7 herein; or (fg) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate EmployeeExecutive’s employment, effective immediately, by providing notice thereof to Employee Executive without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph paragraphs (b), (d) or (df) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for cause unless (A) a determination that cause exists is made and approved by a majority of the Company’s Board, (B) if the circumstance giving rise to the issue are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address such meeting.

Termination With Cause. Employeei. The Company may terminate this Agreement and the Executive’s employment may be terminated by for Cause, as defined herein, upon written notice to the Company at any time “for cause” without notice or prior warningExecutive setting forth in reasonable detail the facts and circumstances upon which the Board of Directors shall have determined, following reasonable inquiry, that Cause exists. ii. For purposes of this AgreementAs used herein, “causeCause” shall mean exist if: (A) the Executive has been convicted of, or pleads guilty or “no contest” to, a felony; (B) the Executive has embezzled the Company’s good faith determination that Employee has: funds or property; or (aC) Acted with the Executive has been guilty of gross neglect (for reasons other than an inability to perform caused by a documented physical or mental condition) or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of under this Agreement, providing where such refusal is not based primarily gross neglect or willful misconduct has a material detrimental effect on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s business or reputation and the Executive has not cured such gross neglect or willful misconduct within thirty (30) days after the Board of Directors provides him with written notice setting forth in reasonable opiniondetail the act(s) it believes constitute such gross neglect or willful misconduct; (D) the Executive is in material breach of this Agreement (for reasons other than an inability to perform caused by a documented physical or mental condition), to cause such breach has a material detrimental effect on the Company’s business or reputation, its officers and the Executive has not cured such breach within thirty (30) days after the Board of Directors provides him with written notice setting forth in reasonable detail the act(s) or its directors embarrassment omissions it believes constitute such breach; (E) the Executive is in breach of the terms of paragraphs 7 and/or 8 hereof; or ridicule; (cF) Violated a material requirement the Executive is guilty of any Company policy Sexual Harassment or procedure, specifically including a violation Public Drunkenness that besmirches the good name of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his Employee duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its Company or any of the Companies and/or their officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its the best interests of any of the Companies or would hold the Company, its any of them or their officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him Employee other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Board of Directors of the Company or the terms and conditions of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics Ethical Business Code or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable probably civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred refereed to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those these circumstances.

Termination With Cause. Employee’s employment may be terminated Notwithstanding any other provision of this Agreement to the contrary, if CITY terminates this Agreement (thereby terminating EMPLOYEE’S employment) with Cause, as determined by the Company affirmative votes of a majority of the members of the City Council at a Regular or Special Meeting of the City Council, EMPLOYEE shall not be entitled to any time “for cause” without notice additional compensation or prior warning. For purposes payment, including Severance, but shall be entitled only to accrued Base Salary, leaves, and any other accrued and unused benefit allowances (up to the date of termination) according to their terms of this Agreement. As used in this Agreement, “cause” Cause shall only mean any of the Company’s good faith determination that Employee hasfollowing: i. Conviction of, or plea of guilty or no contest plea to, any crime or offense (a) Acted with gross neglect other than minor traffic violations or willful misconduct in similar offenses); ii. Proven failure of the discharge EMPLOYEE to observe or perform any of his duties and responsibilities obligations under this Agreement and/or the Applicable Laws, if that failure continues for a period of thirty (30) business days from the date of his receipt of written notice from the City Council specifying the acts or refused omissions deemed to follow amount to that failure; iii. Conviction of any crime involving an “abuse of office or comply with the lawful direction position,” as that term is defined in Government Code Section 53243.4; iv. Repeated failure to carry out a clear and legally constituted directive or directives of the Company City Council made by the City Council as a body at a Xxxxx Act-compliant meeting; and v. Any grossly negligent action or inaction by EMPLOYEE that materially and adversely impedes or disrupts the terms and conditions operations of this AgreementCITY or its organizational units, providing such refusal is not based primarily on Employeedetrimental to employees or public safety; or violates CITY’s good faith compliance with applicable legal properly-established rules or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potentialprocedures. Furthermore, in the Companyevent the City Council terminates the EMPLOYEE for Cause, the CITY and the EMPLOYEE agree that neither party shall make any written or oral statements to members of the public or the press concerning the EMPLOYEE’s reasonable opiniontermination except in the form of a joint press release which is mutually agreeable to both parties. The joint press release shall not contain any text or information that would be disparaging to either party. Provided, to cause however, that either party may verbally repeat the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement substance of any Company policy or procedure, specifically including a violation such press release in response to inquiries by members of the Company’s Code of Ethics press or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancespublic.

Termination With Cause. Employee’s employment may be terminated by This Agreement shall terminate upon the Company at any time “for cause” without notice occurrence of one or prior warning. For purposes more of this Agreement, “cause” shall mean the Company’s good faith determination that Employee hasfollowing conditions or events: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction By mutual written consent of the Company or the terms Corporation and conditions of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at Upon the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridiculedeath of Employee; (c) Violated a material requirement Upon written notice by the Corporation to Employee in the event of the breach by the Employee of any Company policy or procedure, specifically including a violation of the Company’s Code material terms, provisions, representations or warranties of Ethics or Associate Policy Manualthis Agreement; (d) Disclosed without proper authorization any trade secrets Upon written notice by the Corporation to Employee in the event of the Employee's willful violation of specific written directions of the Corporation's Board of Directors, which violation shall continue for a period of thirty (30) days after Employee shall have first received written notice from the Board of Directors of the specific acts or other Confidential Information (as defined herein)omissions alleged to constitute such violation and the specific actions required to be taken by Employee to cure such violation; (e) Engaged in any act that, Upon written notice by the Corporation to Employee in the reasonable opinion event of the CompanyEmployee's misconduct or neglect, misrepresentation or other similar action that is contrary materially damaging or detrimental to its best interests the Corporation; (f) Upon written notice by the Corporation to Employee in the event of the Employee's commission of fraud, embezzlement or would hold misappropriation; the Company, its officers Employee's conviction of a felony (or directors up to probable civil the entering of a plea of guilty or criminal liability, provided that, if nolo contendere); or other action by the Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for causeinvolving moral turpitude which brings the Corporation into material public disrepute; or (fg) Engaged Upon written notice by the Corporation to Employee if, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been unable to perform all of the Employee's duties hereunder by reason of illness or physical or mental disability or other similar incapacity, which inability shall continue for more than three (3) consecutive months or shall aggregate in such the total three (3) months within any twelve (12) month period. In the event this Agreement is terminated pursuant to this Section 3.1, all compensation, benefits and other conduct recognized at law as constituting causeamounts payable to Employee under this Agreement shall terminate immediately. Upon the occurrence Prior to terminating Employee's employment pursuant to subparagraph (c) or discovery of any event specified (e) above, the Company Corporation will advise Employee in writing of any breach or other action that permits such termination and Employee shall have the right a period of thirty (30) days after such notice is given within which to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages cure such claimed breach or other accrued wagesaction and the Corporation may not terminate his employment hereunder unless the same is not cured during that period. However, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with if the Company’s past practice and applicable law. To procedure contemplated by the extent any violation preceding sentence is followed twice during the term of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction)Agreement, the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is preceding sentence shall not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancesapply thereafter.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time with “Cause” for causedoing so upon written notice of termination to Executive specifying the date of termination and the factual circumstances constituting “Cause” without notice or prior warningfor such termination. For purposes of this Agreement, the Company will have “causeCause” shall mean the Companyto terminate Executive’s good faith determination that Employee employment if Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his Executive’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing provided such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;; or (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule;; or (c) Violated a material requirement of any Company policy or procedure, specifically including a violation procedure or policy or procedure of the Company’s Code of Ethics or Associate Policy Manual;an affiliated company that applies to Executive; or (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein);confidential information of the Company or any of its affiliated companies; or (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting causeCause. Upon the occurrence termination of Executive’s employment for Cause, Executive shall only be entitled to such compensation, benefits, and perquisites that have been paid or discovery accrued as of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits date of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable lawtermination. To the extent any violation of this Paragraph is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Board of Directors of the Company or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards;. (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s Board of Directors’ reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or Board of Directors of the Company would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate EmployeeExecutive’s employment, effective immediately, by providing notice thereof to Employee Executive without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred refereed to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for cause unless (A) a determination that cause exists is made and approved by a majority of the Company’s Board, (B) if the circumstance giving rise to the issue are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address such meeting.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph paragraphs (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his her duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards;. (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him her, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment (a) Company may be terminated by the Company terminate this Agreement at any time “for cause” without with cause upon written notice or prior warningto Executive specifying the cause and the effective date of termination. For purposes of this Agreement, “"cause” " shall mean only the following: (i) willful breach of fiduciary duty or willful dishonesty, in either case involving material personal profit and involving acts directed towards Company, and which acts have had a material adverse effect on the operation of Company; (ii) engaging in unethical or illegal conduct which is substantially damaging to the reputation and/or business interests of the Company’s good faith determination ; (iii) failure to carry out the lawful directives of the Board of Directors provided that Employee has: (a) Acted such directives are not in conflict with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply inconsistent with the lawful direction of the Company or the terms and conditions of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance ; or (iv) criminal conduct of Executive against Company which results in a felony conviction of Executive with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct respect to which all opportunities for appeal have expired. Company agrees that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers event that it shall allege that Executive engaged in a willful breach of fiduciary duty or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation willful dishonesty of the Company’s Code type for which Company believes that it has cause for Executive's termination, Company shall give notice to the Executive. If the Executive, following receipt of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act thatsuch notice, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts shall demonstrate in good faith in compliance with applicable legal or ethical standards, to the reasonable satisfaction of the Board of Directors that any such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified abovealleged action was unintentional, the Company Executive shall have the right to terminate Employee’s employment, effective immediately, cure such action by providing notice thereof full reimbursement to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits the Company of employment (collectively referred to herein as “Accrued Obligations”), which any sums wrongfully received; provided that such cure shall be paid in accordance permitted only if, with the Company’s past practice and applicable law. To the extent respect to any violation of this Paragraph is capable of being promptly cured by Employee (single act or cured within a reasonable period to the Company’s satisfaction)occurrence, the amount wrongfully received by Executive with respect to such single act or occurrence was less than $5,000. The agreement by Executive to return such sums shall constitute a cure, and Company agrees shall not be entitled to provide Employee terminate the Executive with a reasonable opportunity cause under this Section 7.3 for such act or occurrence. Termination with cause shall be determined in good faith by Company's Board of Directors after written notice to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no Executive and an opportunity for cure need Executive to be provided in those circumstancesheard by Company's Board of Directors.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Board of Directors of the Company or the terms and conditions of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the CompanyBoard of Director’s reasonable opinion, to cause the Company, its it officers or its directors significant embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the CompanyHxxxxxxxxxx Industries, Inc.’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein);. (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or Board of Directors of the Company would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate EmployeeExecutive’s employment, effective immediately, by providing notice thereof to Employee Executive without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwiseagreement, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for cause unless (A) a determination that cause exists is made and approved by a majority of the Company’s Board, (B) if the circumstance giving rise to the issue are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address such meeting.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his her duties and responsibilities responsibilities, or refused to follow or comply with the lawful direction of the Company Board of Directors of the Company, the Chief Executive Officer or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;. (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level)illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s Board of Directors’ reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy ManualEmployee Handbook; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or Board of Directors of the Company would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; (f) Breached the warranties of Executive set forth in Paragraph 7 herein; or (fg) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate EmployeeExecutive’s employment, effective immediately, by providing notice thereof to Employee Executive without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph paragraphs (b), (d) or (df) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for cause unless (A) a determination that cause exists is made and approved by a majority of the Company’s Board, (B) if the circumstance giving rise to the issue are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address such meeting.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its it officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing Agreement provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves involved conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics Ethical Conduct or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its the best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified specific above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, thereforethere, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing Agreement provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s i. The Company may terminate this Agreement and the Executive's employment may be terminated by for Cause, as defined herein, upon written notice to the Company at any time “for cause” without notice Executive setting forth in reasonable detail the facts and circumstances upon which the Board of Directors shall have determined, following reasonable inquiry, that Cause exists. ii. As used herein, "Cause" shall exist if: (A) the Executive has been convicted of, or prior warning. For purposes of this Agreementpleads guilty or "no contest" to, “cause” shall mean a felony; (B) the Executive has embezzled the Company’s good faith determination that Employee has: 's funds or property; or (aC) Acted with the Executive has been guilty of gross neglect (for reasons other than an inability to perform caused by a documented physical or mental condition) or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of under this Agreement, providing where such refusal gross neglect or willful misconduct has a material detrimental effect on the Company's business or reputation and the Executive has not cured such gross neglect or willful misconduct within thirty (30) days after the Board of Directors provides him with written notice setting forth in reasonable detail the act(s) it believes constitute such gross neglect or willful misconduct; (D) the Executive is not based primarily on Employee’s good faith compliance with applicable legal in material breach of this Agreement (for reasons other than an inability to perform caused by a documented physical or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony levelmental condition), unethical, involves moral turpitude or is otherwise illegal and involves conduct that such breach has the potential, in a material detrimental effect on the Company’s 's business or reputation, and the Executive has not cured such breach within thirty (30) days after the Board of Directors provides him with written notice setting forth in reasonable opinion, to cause detail the Company, its officers act(s) or its directors embarrassment omissions it believes constitute such breach; (E) the Executive is in breach of the terms of paragraphs 7 and/or 8 hereof; or ridicule; (cF) Violated a material requirement the Executive is guilty of any Company policy Sexual Harassment or procedure, specifically including a violation Public Drunkenness that besmirches the good name of the Company’s Code of Ethics or Associate Policy Manual;. (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act thatiii. If the Company terminates this Agreement for Cause, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions it shall not be grounds for obligated to provide the Executive any compensation or benefits after the effective date of such termination for cause; or (fexcept as required by law or regulation or under paragraph 4(c) Engaged in such other conduct recognized at law as constituting causeabove. Upon the occurrence or discovery of any event specified aboveHowever, the Company shall have the right will be obligated to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued pay Executive for any wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period earned up to the Company’s satisfaction), date of termination. unused annual vacation in the Company agrees year of termination and any legitimate outstanding expenses otherwise subject to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancesreimbursement hereunder.

Termination With Cause. Employee’s employment may be terminated Notwithstanding any other provision of this Agreement to the contrary, if CITY terminates this Agreement (thereby terminating EMPLOYEE’S employment) with Cause, as determined by the Company affirmative votes of a majority of the members of the City Council at a Regular or SpecialMeeting of the City Council, EMPLOYEE shall not be entitled to any time “for cause” without notice or prior warning. For purposes additional compensationor payment, including Severance, but shall be entitled only to accrued Base Salary, leaves, andany other accrued and unused benefit allowances (up to the date of termination) according to their terms of this Agreement. As used in this Agreement, “cause” Cause shall only mean any of the Company’s good faith determination that Employee hasfollowing: i. Conviction of, or plea of guilty or no contest plea to, any crime or offense (a) Acted with gross neglect other than minor traffic violations or willful misconduct in similar offenses); ii. Proven failure of the discharge EMPLOYEE to observe or perform any of his duties and responsibilities obligationsunder this Agreement and/or the Applicable Laws, if that failure continues for a period of thirty (30) business days from the date of his receipt of written notice from the City Council specifying the acts or refused omissions deemed to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standardsamount to that failure; (b) Acquiesced iii. Conviction of any crime involving an “abuse of office or participated in any conduct position,” as that term is dishonestdefinedin Government Code Section 53243.4; iv. Repeated failure to carry out a clear and legally constituted directive or directives of theCity Council made by the City Council as a body at a Brown Act-compliant meeting; and v. Any grossly negligent action or inaction by EMPLOYEE that materially and adversely impedes or disrupts the operations of CITY or its organizational units, fraudulent, illegal (at the felony level), unethical, involves moral turpitude is detrimental to employees or is otherwise illegal and involves conduct that has the potentialpublic safety; or violates CITY’s properly- established rules or procedures. Furthermore, in the Companyevent the City Council terminates the EMPLOYEE for Cause, the CITY and the EMPLOYEE agree that neither party shall make any written or oral statements to members of the public or the press concerning the EMPLOYEE’s reasonable opiniontermination except in the form of a joint press release which is mutually agreeable to both parties. The joint press release shall not contain any text or information that would be disparaging to either party. Provided, to cause however, that either party may verbally repeat the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement substance of any Company policy or procedure, specifically including a violation such press release in response to inquiries by members of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancespressor public.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities responsibilities, or continuously refused to follow or comply with the lawful direction of the Board of Directors of the Company or the material terms and conditions of this Agreement, providing provided such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;. (b) Acquiesced or participated Engaged in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct in the performance of his duties that causes, or in the Board of Directors’ reasonable opinion has the potentialpotential to cause, in the Company’s reasonable opinion, to cause the Company, its officers Company or its directors significant embarrassment or ridicule; (c) Violated Willfully violated a material requirement of any written Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy ManualEmployee Handbook that has been previously provided to Executive; (d) Disclosed Willfully disclosed without proper authorization any material trade secrets or other material Confidential Information (as defined herein);; or (e) Engaged in any act that, in the reasonable opinion that constitutes a breach of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting causefiduciary duty under Indiana law. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate EmployeeExecutive’s employment, effective immediately, by providing notice thereof to Employee Executive without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph paragraphs (b), (d) or (df) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for cause unless (A) a determination that cause exists is made and approved by a majority of the Company’s Board, (B) if the circumstance giving rise to the issue are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive (together with counsel) is given the opportunity to address the Board at such meeting. The definition of “cause” applicable to Executive for all purposes shall be no less favorable to the Executive in any respect than the definition set forth herein.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his her duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing Agreement provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics Ethical Business Conduct or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him her, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. , To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his Employee’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics Ethical Business Conduct or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him Employee other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by If the Company terminates XXXXXX XXXX'x employment with Cause, none of the foregoing post-termination payments or benefits, or any other post-termination or severance payments or benefits, shall be made or provided to XXXXXX XXXX, and he shall be entitled only to such amounts as have accrued to him under this Agreement prior to the effective date of termination. In addition to any other remedies that Employer may have at law or in equity, the Employer may immediately terminate Employee's employment under this Agreement upon the occurrence of any time “of the following events, any of which shall constitute "Cause": A. Failure of Employee to perform work and duties as set forth herein for cause” ten (10) or more consecutive business days (except during vacation and periods of illness as set forth herein) without giving prior written notice to the Chairman or prior warning. For purposes CEO or his designee and receiving his or her approval of such absence, which approval shall not be unreasonably withheld; B. The substantial, material and continuing failure of Employee, after reasonable notice thereof, to render services to the Company or any subsidiary in accordance with the terms or requirements of this Agreement, “cause” other than as a result of disability, as determined by the Chairman or CEO in his reasonable discretion, provided, however, that failure to meet financial goals shall mean not be deemed Cause; C. Employee's commission of an act of embezzlement, fraud, dishonesty, gross negligence, willful misconduct, unlawful discrimination, breach of fiduciary duty to the Company’s good faith determination , disloyalty or material theft (whether within the workplace or elsewhere) as determined by the Company in its reasonable discretion, provided that reasonable disagreements or bona fide errors in expense accounts shall not be deemed Cause; D. Employee's using for his own benefit or the benefit of any third party in violation of the Noncompetition Agreement or the Confidentiality Agreement any material, non-public information, confidential information or proprietary information of Employer or its respective successors and assigns, or willfully or through gross negligence divulging any such information to third parties that is or may be, in either case, materially harmful to the Employer without the prior written consent of Xx. Xxxxxxxx or his designee, or any violation by Employee of any of his obligations under the Noncompetition Agreement or of Section 2 of the Confidentiality Agreement which is materially harmful to the Employer; or which the Xx. Xxxxxxxx or his designee determines in his or her reasonable judgment presents a risk of being materially harmful to Employer provided that such violations by Employee with the intent of furthering the business of XXXXXXXX or in the performance of Employee's duties for XXXXXXXX shall not be deemed Cause.; E. Employee's habitual drunkenness or use of illegal substances or illegal drugs or the use, possession, distribution or being under the influence of alcohol or illegal substances or illegal drugs in the workplace. The only exception is that Employee has:may consume alcohol reasonably and responsibly, if he or she so chooses, at events and functions including legitimate business events and/or functions where alcohol is legally available; and (a) Acted with gross neglect F. Employee's continuous failure or willful misconduct in the discharge refusal to comply, after notice of his duties and responsibilities a reasonable opportunity to cure such failure or refused to follow or comply refusal if capable of cure, with the lawful direction reasonable, nondiscriminatory policies, standards, regulations, instructions, or directions of the Company Employer as they currently exist or as they may be modified from time to time consistent with the terms and conditions of this AgreementAgreement (provided that such instructions are made in good faith, providing such refusal are not arbitrary or capricious and do not require Employee to subject himself to criminal liability or material civil liability against which he is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in indemnified under the Company’s reasonable opinion, 's then-existing Officer and Director insurance policy to cause the Company, its same extent as other officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee(1) During the Employment Period, the Executive’s employment with the Company may be terminated by the Company at any time for cause. (2) As used herein, the term “for cause” without shall mean and be limited to; (i) any willful and material breach of this Agreement by the Executive; (ii) any willful or gross neglect by the Executive of his/her duties and responsibilities hereunder; (iii) any fraud, criminal misconduct, breach of fiduciary duty, dishonesty, or gross and willful misconduct by the Executive in connection with the performance of his/her duties and responsibilities hereunder; (iv) the Executive being legally intoxicated or under the influence of illegal or illegally obtained drugs during business hours or while on call, or being habitually drunk or addicted to drugs (provided that this shall not restrict the Executive from taking physician-prescribed medication in accordance with the applicable prescription); (v) conviction of, or a plea of “guilty” or “no contest” to a felony or crime of moral turpitude under the laws of the United States or any state thereof; (vi) any action by the Executive that may materially impair or materially damage the reputation of the Company; (vii) insubordinate disregard of any lawful direction of material consequence given to the Executive by the Company; or (viii) repeated failure or refusal to comply with the Company’s policies and procedures; provided that if the Executive is to be terminated pursuant to subsections (i), (ii), (vi), (vii), or (viii), the Executive will receive notice or prior warning. For purposes and thirty (30) days to cure. (3) Upon termination for cause, Executive shall be entitled only to accrued and unpaid Salary and Fringe Benefits, as defined in Section 3 of this Agreement, “cause” shall mean and payment for any vacation or leave accrued, through the Company’s good faith determination that Employee has: (a) Acted with gross neglect date of termination of employment. In addition, any shares of Common Stock subject to unexercised options, whether the options are vested or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreementunvested, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in delivered to Executive and all such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which options and shares shall be paid in accordance with the Company’s past practice void and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (have no further force or cured within a reasonable period effect as to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancesExecutive.

Termination With Cause. Employee’s employment The Company may be terminated by terminate the Company Employment Term, at any time “time, for cause” without Cause (as defined below) upon written notice or prior warningto Executive, in which event all payments under this Agreement shall cease, except for (x) Base Salary to the extent already earned but not yet paid, and (y) any reimbursements for expenses previously incurred pursuant to Section 1.5. For purposes of this Agreement, each of the following shall. constitute “cause” shall mean Cause”: (i) Executive is indicted for, convicted of, or enters a plea of guilty or nolo contendere to any felony; (ii) any gross negligence or misconduct by Executive in the course of his employment which is materially detrimental to the Company’s ; (iii) Executive otherwise breaches in any material respect any provision of or representation or warranty set forth in this Agreement, the IP Agreement or the New Employee Agreement (as those terms are defined in Section 4 below), provided that such breach has not been cured (if curable) by Executive within thirty (30) days of the receipt of written notice from the Company; and further provided that any breach of Section 4 or Section 5 of this Agreement shall not be curable; (iv) Executive commits theft, larceny, embezzlement, fraud or any act or acts of dishonesty either against the Company or which is or are materially detrimental to the Company, as determined in good faith determination that Employee has: by the Board; (av) Acted with gross the failure, refusal or neglect or willful misconduct in the discharge of by Executive to perform his duties and responsibilities hereunder or refused pursuant to follow or comply with the any lawful direction of the Company Board as required hereunder, which failure, refusal or the terms and conditions of this Agreement, providing such refusal neglect is not based primarily on Employee’s good faith compliance cured (if curable) within ten (10) calendar days after written notice is received by Executive. provided that Executive may not cure more than two (2) occurrences of such failure, refusal or neglect during his employment with applicable the Company; (vi) any breach of any other contractual, fiduciary or other legal or ethical standards; duty by Executive to the Company; (bvii) Acquiesced or participated acting in any conduct manner or making any defamatory statements or statements that is dishonestor are materially detrimental or materially damaging to the reputation, fraudulentoperations, illegal (at the felony level), unethical, involves moral turpitude prospects or is otherwise illegal and involves conduct that has the potential, in business relations of the Company’s reasonable opinion, to cause the Company, its officers ; or its directors embarrassment or ridicule; (cviii) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code code of Ethics conduct or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (harassment policies, as defined herein); (e) Engaged may be in effect from time to time and previously communicated to Executive in any act that, applicable written employment policy or otherwise communicated to Executive in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstanceswriting.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time with “Cause” for causedoing so upon written notice of termination to Executive specifying the date of termination and the factual circumstances constituting “Cause” without notice or prior warningfor such termination. For purposes of this Agreement, the Company will have “causeCause” shall mean the Companyto terminate Executive’s good faith determination that Employee employment if Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his Executive’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing provided such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;; or (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule;; or (c) Violated a material requirement of any Company policy or procedure, specifically including a violation or policy or procedure of the Company’s Code of Ethics or Associate Policy Manual;an affiliated company that applies to Executive; or (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein);confidential information of the Company or any of its affiliated companies; or (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary materially injurious to its best interests the Company or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting causeCause. Upon the occurrence termination of Executive’s employment for Cause, Executive shall only be entitled to such compensation, benefits, and perquisites that have been paid or discovery accrued as of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits date of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable lawtermination. To the extent any violation of this Paragraph Section is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defectdefect following written notification detailing the alleged misconduct that the Company contends constitutes Cause. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment, and Employee’s right to receive compensation and benefits from Employer (except as otherwise provided herein or required by applicable law), may be terminated for “Cause” by Employer during the Term after following the procedures set forth herein under the following circumstances: ​ (i) Employee’s commission of an act of fraud or material dishonesty involving his/her duties on behalf of Employer; ​ (ii) Employee’s failure or refusal to faithfully and diligently perform the duties of his/her position (other than any failure resulting from Employee’s incapacity due to physical or mental illness) after a written demand for performance is delivered to Employee or Employee’s material breach of Sections 7 and/or 8 of this Agreement; ​ (iii) Employee’s material failure or refusal to abide by Employer’s policies, rules, procedures or lawful directives relating to the performance of his/her duties, including related to sexual harassment, which, if curable as determined by Employer in good faith, is not cured within thirty (30) days after receipt of written notice from Employer of such material failure or refusal; ​ (iv) Employee’s intentional misconduct unrelated to Employer which is materially damaging or reasonably likely to result in material damage to Employer (economically or its reputation); ​ (v) an act of gross neglect or misconduct by Employee that relates to the affairs of Employer, which is materially damaging or reasonably likely to result in material damage to Employer (either economically or its reputation); or (vi) Employee’s plea of guilty or no contest to, or conviction of a felony or a misdemeanor (other than a traffic violation misdemeanor). ​ Prior to terminating Employee’s employment may be terminated by for Cause, Employer must provide written notice to Employee describing the Company at act or omission that constitutes Cause and, if Employee fails to cure such act or omission in any time “period set forth above, if any, or the act or omission is not curable as determined by Employer in good faith, Employer may thereafter immediately terminate Employee’s employment for cause” without notice or prior warningCause. For purposes If Employee is terminated pursuant to this Section 6(b), Employer’s only remaining financial obligation to Employee under this Agreement will be ​ ​ ​ to pay, subject to Section 10, the Accrued Amounts; provided Employee shall remain entitled to his/her rights under Sections 6(e)(ii), 12 and 20 of this Agreement, “cause” shall mean to the Company’s good faith determination that Employee has: (a) Acted extent not otherwise forfeited in connection with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.​

Termination With Cause. Employee’s employment may be terminated by the Company at any time with “Cause” for causedoing so upon written notice of termination to Employee specifying the date of termination and the factual circumstances constituting “Cause” without notice or prior warningfor such termination. For purposes of this Agreement, the Company will have “causeCause” shall mean the Companyto terminate Employee’s good faith determination that employment if Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his Employee’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards;; or (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule;; or (c) Violated a material requirement of any Company policy or procedure, specifically including a violation procedure or policy or procedure of the Company’s Code of Ethics or Associate Policy Manual;an affiliated company that applies to Employee; or (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein);confidential information of the Company or any of its affiliated companies; or (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting causeCause. Upon the occurrence or discovery termination of any event specified above, the Company shall have the right to terminate Employee’s employmentemployment for Cause, Employee shall only be entitled to such compensation, benefits, and perquisites that have been paid or accrued as of the effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits date of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable lawtermination. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect Failed, refused or willful misconduct in the discharge of his duties otherwise been deemed unable to fully and responsibilities or refused to follow or timely comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing specifically including any reasonable instructions or orders issued by the Company, provided such refusal non-compliance is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its it officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the CompanyXxxxxxxxxxx Industries, Inc.’s Code of Ethics Ethical Business Conduct or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwiseagreement, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his her duties and responsibilities or refused to follow or comply with the lawful direction of the Board of Directors of the Company or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him Employee, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his Employee’s duties and responsibilities or refused ref used to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent mutual written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction of the of the Company or the terms and conditions of this Agreement, providing Agreement provided such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics Ethical Business Conduct or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him him, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee has: (a) Acted with gross neglect or willful misconduct in the discharge of his Employee’s duties and responsibilities or refused to follow or comply with the lawful direction of the Board of Directors of the Company or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on Employee’s good faith compliance with applicable legal or ethical standards; (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him Employee, other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.

Termination With Cause. Employee’s employment Notwithstanding anything to the contrary, the Bank may be terminated by terminate this Agreement upon five (5) days written notice to the Company at Employee upon the occurrence of any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee hasfollowing events: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities or refused to follow or comply with the lawful direction Within sixty (60) days of the Company or the terms and conditions effective date of this Agreement, providing such refusal is not based primarily on the Bank determines, in its sole judgment, that the Employee’s good faith compliance with applicable legal or ethical standards;character, personality and abilities are not suited to the position for which hired hereunder. (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at If the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potentialBank, in its sole judgment, determines that the Company’s reasonable opinion, Employee is not properly and efficiently performing the duties of the position to cause the Company, its officers or its directors embarrassment or ridicule;which assigned. (c) Violated a If the Employee violates any material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy Manual;provisions in this Agreement. (d) Disclosed without proper authorization any trade secrets If the Employee becomes bankrupt or other Confidential Information (as defined herein);insolvent, is frequently under the influence of alcoholic beverages or illegal drugs, is convicted of a felony or perpetration of a common law fraud, misrepresentation or embezzlement, is found to have violated the Bank’s productive work environment policy, or otherwise habitually acts in a manner inconsistent with the policies, rules and regulations of the Bank. (e) Engaged Employee engages in excessive risk taking in contravention of standards established or revised by his supervisor, or Employee fails to comply with any act that, in the reasonable opinion of the Company, is contrary to its best interests balance sheet or would hold the Company, its officers working or directors up to probable civil or criminal liability, regulatory capital guidance provided that, if Employee acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; orby his Supervisor; (f) Engaged Employee is subject to an action taken by a regulatory body as a result of his act or omission which substantially impairs him from performing his duties; (g) Employee violates a federal or state securities or banking law, or regulation; (h) Employee made a factual representation or omission in such other conduct recognized at law as constituting cause. Upon the occurrence furtherance of his hiring or discovery of retention which proves to have been incorrect in any event specified above, material respect when made. (i) If the Company shall have Employee willfully breaches or neglects the right duties which the Employee is required to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with perform under the Company’s past practice and applicable law. To the extent any violation terms of this Paragraph is capable of being promptly cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstancesAgreement.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause” shall mean the Company’s good faith determination that Employee Executive has: (a) Acted with gross neglect or willful misconduct in the discharge of his duties and responsibilities responsibilities, or refused to follow or comply with the lawful direction of the Company Board of Directors of the Company, the Chief Operating Officer or the terms and conditions of this Agreement, Agreement providing such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;. (b) Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level)illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s Board of Directors’ reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule; (c) Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s Code of Ethics or Associate Policy ManualEmployee Handbook; (d) Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein); (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or Board of Directors of the Company would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; (f) Breached the warranties of Executive set forth in Paragraph 7 herein; or (fg) Engaged in such other conduct recognized at law as constituting cause. Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate EmployeeExecutive’s employment, effective immediately, by providing notice thereof to Employee Executive without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable law. To the extent any violation of this Paragraph is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-paragraph paragraphs (b), (d) or (df) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for cause unless (A) a determination that cause exists is made and approved by a majority of the Company’s Board, (B) if the circumstance giving rise to the issue are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address such meeting.

Termination With Cause. EmployeeExecutive’s employment may be terminated by the Company at any time with “Cause” for causedoing so upon written notice of termination to Executive specifying the date of termination and the factual circumstances constituting “Cause” without notice or prior warningfor such termination. For purposes of this Agreement, the Company will have “causeCause” shall mean the Companyto terminate Executive’s good faith determination that Employee employment if Executive has: (a) a. Acted with gross neglect or willful misconduct in the discharge of his Executive’s duties and responsibilities or refused to follow or comply with the lawful direction of the Company or the terms and conditions of this Agreement, providing provided such refusal is not based primarily on EmployeeExecutive’s good faith compliance with applicable legal or ethical standards;; or (b) b. Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Company’s reasonable opinion, to cause the Company, its officers or its directors embarrassment or ridicule;; or (c) c. Violated a material requirement of any Company policy or procedure, specifically including a violation or policy or procedure of the Company’s Code of Ethics or Associate Policy Manual;an affiliated company that applies to Executive; or (d) d. Disclosed without proper authorization any trade secrets or other Confidential Information (as defined herein);confidential information of the Company or any of its affiliated companies; or (e) e. Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests or would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Employee Executive acts in good faith in compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for cause; or (f) Engaged in such other conduct recognized at law as constituting causeCause. Upon the occurrence termination of Executive’s employment for Cause, Executive shall only be entitled to such compensation, benefits, and perquisites that have been paid or discovery accrued as of any event specified above, the Company shall have the right to terminate Employee’s employment, effective immediately, by providing notice thereof to Employee without further obligation to him other than accrued wages or other accrued wages, deferred compensation or other accrued benefits date of employment (collectively referred to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice and applicable lawtermination. To the extent any violation of this Paragraph Section is capable of being promptly cured by Employee Executive (or cured within a reasonable period to the Company’s satisfaction), the Company agrees to provide Employee Executive with a reasonable opportunity to so cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Employee Executive to cure any violations of sub-sub paragraph (b) or (d) and, therefore, no opportunity for cure need be provided in those circumstances.