Common use of Voluntary Termination by Executive; Discharge for Cause Clause in Contracts

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, in which event no advance written notice is required, or (ii) by Executive for a reason other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2death, the obligations of Company shall pay to Executive only the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminateAccrued Obligations. (b) As used herein, the term "“Cause" ” shall be limited to to: (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 13 hereof, ; (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, ; (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or writing; or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result results in his or her imprisonment; provided that with respect to clauses clause (i), (ii) or (iii) above, Executive shall have 10 ten (10) days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. If Executive cures the conduct that is the basis for the potential termination for Cause within such ten (10)-day period, the Company’s notice of termination shall be deemed withdrawn. Except for violations of Section 13 hereof or termination under Section 6.3(b)(iv) above, only actions, conduct and events occurring during the Term of Employment with the Company shall be the subject of a termination for Cause. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's his or her right to receive the Severance PaymentsPayment, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2death, the obligations of Company shall pay to Executive the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminateAccrued Obligations. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in a violation of Section 11 13 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing writing, or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result or plea results in his or her imprisonment; provided that that, with respect to clauses (i), (ii) or and (iii) above, Executive shall have 10 thirty (30) days following his or her receipt of written notice of the conduct which that is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. If the Executive cures the conduct that is the basis for the potential termination for Cause within such 30-day period, the Company’s notice of termination shall be deemed withdrawn. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEOBoard, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options)or her equity-based compensation awards, but it shall be considered a termination without Cause for purposes of such Executive's his or her right to receive the Severance PaymentsPayment, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2death, the obligations of Company shall pay to Executive the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminateAccrued Obligations. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in a violation of Section 11 13 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing writing, or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result or plea results in his imprisonment; provided that that, with respect to clauses (i), (ii) or and (iii) above, Executive shall have 10 thirty (30) days following his receipt of written notice of the conduct which that is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. If the Executive cures the conduct that is the basis for the potential termination for Cause within such 30-day period, the Company’s notice of termination shall be deemed withdrawn. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEOBoard, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options)equity-based compensation awards, but it shall be considered a termination without Cause for purposes of such Executive's his right to receive the Severance PaymentsPayment, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, defined or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirementdeath, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material gross neglect of or willful and uncorrected breach continuing refusal by Executive of the terms of this Agreementto substantially perform Executive's duties hereunder (other than due to death or Disability, including, but not limited to, engaging as such term is defined in action in violation of Section 11 6.3 hereof), (ii) any willful fraud or dishonesty of Executive involving the property or business breach of the Companyprovisions of Section 11 of this Agreement by Executive, (iii) a deliberate or willful refusal or failure of Executive willfully engaging in conduct that is demonstrably injurious to comply with any major corporate policy of the Company which is communicated to or the Company's subsidiaries or affiliates by Executive in writing or (iv) Executive=s conviction of, or plea of nolo contendere tocontendere, by Executive to (a) any felony if or (b) a misdemeanor involving moral turpitude. Termination of Executive pursuant to this Section 6.2 shall be made by delivery to Executive of written notice, given at least 30 days prior to such conviction shall result Termination, from the Board specifying the particulars of the conduct by Executive set forth in his imprisonment; provided that with respect to any of clauses (i), ) through (ii) or (iiiiv) above. Termination shall be effected by a majority vote of the Board at a meeting at which Executive shall have had the opportunity (along with counsel) to be heard unless within 30 days after receiving such notice, Executive shall have 10 days following written notice cured Cause to the reasonable satisfaction of the conduct which is the basis for the potential Board; provided, however, that no cure shall be possible if termination for Cause within which is made pursuant to cure such conduct in order to prevent termination for Cause by the Companythis Section 6.2(b)(ii) or (iv). In the event that As long as Executive is terminated for failure on the Board, he shall reasonably cooperate to meet performance goals, as determined by the initial CEO, such termination shall be considered cause a termination for Cause for all purposes relating valid Board meeting to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsoccur.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, defined or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement shall pay to make any further payments, or provide any benefits specified herein, to Executive, except as provided in Executive the previous sentence, shall thereupon cease and terminateAccrued Obligations. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in a violation of Section 11 13 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing writing, or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result or plea results in his or her imprisonment; provided that that, with respect to clauses (i), (ii) or and (iii) above, Executive shall have 10 thirty (30) days following his or her receipt of written notice of the conduct which that is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. If Executive cures the conduct that is the basis for the potential termination for Cause within such thirty (30) day period, the Company’s notice of termination shall be deemed withdrawn. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEOBoard, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options)or her equity-based compensation awards, but it shall be considered a termination without Cause for purposes of such Executive's his or her right to receive the Severance PaymentsPayment, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement shall pay to make any further payments, or provide any benefits specified herein, to Executive, except as provided in Executive the previous sentence, shall thereupon cease and terminateAccrued Obligations. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in a violation of Section 11 13 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing writing, or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result or plea results in his imprisonment; provided that that, with respect to clauses (i), (ii) or and (iii) above, Executive shall have 10 thirty (30) days following his receipt of written notice of the conduct which that is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. If Executive cures the conduct that is the basis for the potential termination for Cause within such thirty (30) day period, the Company’s notice of termination shall be deemed withdrawn. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEOBoard, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options)equity-based compensation awards, but it shall be considered a termination without Cause for purposes of such Executive's his right to receive the Severance PaymentsPayment, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s 's conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, in which event no advance written notice is required, or (ii) by Executive for a reason other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2death, the obligations of Company shall pay to Executive only the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminateAccrued Obligations. (b) As used herein, the term "“Cause" ” shall be limited to to: (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 13 hereof, ; (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, ; (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or writing; or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result results in his imprisonment; provided that with respect to clauses clause (i), (ii) or (iii) above, Executive shall have 10 ten (10) days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. If Executive cures the conduct that is the basis for the potential termination for Cause within such ten (10)-day period, the Company’s notice of termination shall be deemed withdrawn. Except for violations of Section 13 hereof or termination under Section 6.3(b)(iv) above, only actions, conduct and events occurring during the Term of Employment with the Company shall be the subject of a termination for Cause. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's his right to receive the Severance PaymentsPayment, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) or by Executive other than for Good Reason, Reason or other than as a result of the Executive's Permanent Disability or death or (iii) by Executive for retirementdeath, prior to the Termination Date, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination the Compensation Payment and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their termsVacation Payment. After the termination of Executive's employment under this Section 6.26.4, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified hereinin this Agreement (other than the Life Insurance, the benefits provided in Section 4.3 or the benefits provided in this Section 6.4), to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminateterminate and Executive's rights to any payments or benefits under any Company plans or programs shall be determined pursuant to the terms of such plans or programs; provided, however, that, except in the event that Executive's -------- ------- employment is terminated by the Company for Cause, the amounts payable to Executive under the Bonus Plan referred to in Section 3.2 and under the long- term incentive compensation plans or programs referred to in Section 3.3 in respect of the fiscal year or performance cycles, as the case may be, in which his termination occurs, shall not be less than the target bonus or target award for such fiscal year or performance cycles, prorated by the number of days in the fiscal year or each performance cycle until termination. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach Executive's conviction by Executive a court of competent jurisdiction for the terms commission of this Agreement, including, but not limited to, engaging in action in violation a felony (other than derivative of Section 11 hereof, an environmental violation) or (ii) any Executive's willful fraud and continuous failure, other than by reason of Permanent Disability or dishonesty of Executive involving the property or business of the Companydeath, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following perform assigned duties after written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsfailure.

Voluntary Termination by Executive; Discharge for Cause. (ai) The Company shall have the right to terminate this Agreement for Cause (as hereinafter defined). In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) Cause or by Executive other than (x) for Good Reason, (y) as a result of Executive’s Permanent Disability or death death, prior to the date of termination of Executive’s employment or (iiiz) by Executive for retirementin connection with the Company’s provision of written notice of its intent not to renew the Employment Term under Section 1.2, Executive shall only be entitled only to receive (A) any Base Salary accrued but unpaid prior to receive, as a cash lump sum within 30 days of such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2termination, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminateCompensation Payment. (bii) As used herein, the term "“Cause" ” shall be limited to mean (iA) a material breach or material default (including, without limitation, any material and uncorrected breach dereliction of duty) by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) Agreement or any willful fraud or dishonesty of agreement between Executive involving the property or business of and the Company, (iii) except for any such breach or default which is caused by Executive’s Permanent Disability, or a deliberate or willful refusal or repeated failure of by Executive to comply follow the direction of the Board; (B) Executive’s gross negligence, willful misfeasance or breach of fiduciary duty to the Company or its affiliates; (C) the commission by Executive of an act or omission involving fraud, embezzlement, misappropriation or dishonesty in connection with any major corporate policy Executive’s duties to the Company or its affiliates or that is otherwise likely to be materially injurious to the business or reputation of the Company which is communicated to Executive in writing or its affiliates; or (ivD) Executive=s ’s conviction of, indictment for, or plea of pleading guilty or nolo contendere to, any (x) felony if such conviction or (y) other crime involving fraud or moral turpitude. For purposes of this subsection, no act or failure to act on Executive’s part shall result be considered “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that his imprisonment; provided that with action or omission was in the best interest of the Company. Any determination of whether Cause exists shall be made by the Board in its sole and absolute discretion. With respect to clauses clause (iA), (ii) or (iii) above, Executive shall have 10 days following written will be given notice of the conduct which is the basis for the potential termination for Cause within and a 30·day period in which to cure such conduct in order breach, only to prevent termination for Cause by the Company. In the event that Executive is terminated for failure extent such breach can be reasonably expected to meet performance goals, as determined by the initial CEO, be able to be cured within such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsperiod.

Voluntary Termination by Executive; Discharge for Cause. (a) In ------------------------------------------------------- the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death death, or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s 's conviction of, or plea of nolo contendere to, any felony if --------------- such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In ------------------------------------------------------- the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death death, or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s 's conviction of, or plea of nolo contendere to, any felony if ---- ---------- such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) or by Executive other than for Permanent Disability, death or Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) the Compensation Payment, the Vacation Payment and any Base Salary accrued Bonus amount awarded but unpaid prior not yet paid. Executive shall not be entitled, among other things, to the payment of any Bonus in respect of all or any portion of the fiscal year in which such termination and (B) occurs or any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their termsform of severance payment. After the termination of Executive's employment under this Section 6.26.4, the obligations of the Company under this Agreement to make any further payments, payments or provide any benefits specified herein, to Executive, except other than as otherwise provided in this Agreement or under the previous sentenceterms of the plans and programs of the Company generally applicable to its senior executives, shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive Executive's conviction of the terms of this Agreement, including, but not limited to, engaging a felony (or a guilty or nolo contendere plea in action in violation of Section 11 hereof, connection therewith) or (ii) any willful fraud or dishonesty a material breach by the Executive of Executive involving his duties and responsibilities under the property or business of Agreement that causes significant harm to the Company, which breach is (A) either willful and deliberate or the product of gross neglect, (B) committed in bad faith or without reasonable belief that such breach is in, or not contrary to, the best interests of the Company and (C) not remedied within a reasonable period of time after receipt of written notice from the Company specifying such breach. Termination of Executive pursuant to this Section 6.4 shall be made by delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the continuing Directors at a meeting of the Board of Directors of the Company called and held for the purpose (after 30 days prior written notice to Executive and reasonable opportunity for Executive to be heard before the Board prior to such vote), finding that in the reasonable judgment of such Board, Executive was guilty of conduct set forth in any of clauses (i) through (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of above and specifying the Company particulars thereof, which is communicated to Executive in writing or (iv) Executive=s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination determination shall be considered a termination for Cause for all purposes relating subject to his equity (stock and options), but it shall be considered a termination without Cause for purposes de novo review in accordance with the procedures of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation BenefitsSection 7.1.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, defined or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement shall pay to make any further payments, or provide any benefits specified herein, to Executive, except as provided in Executive the previous sentence, shall thereupon cease and terminateAccrued Obligations. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in a violation of Section 11 13 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing writing, or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result or plea results in his imprisonment; provided that that, with respect to clauses (i), (ii) or and (iii) above, Executive shall have 10 thirty (30) days following his receipt of written notice of the conduct which that is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. If Executive cures the conduct that is the basis for the potential termination for Cause within such thirty (30) day period, the Company’s notice of termination shall be deemed withdrawn. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEOBoard, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options)equity-based compensation awards, but it shall be considered a termination without Cause for purposes of such Executive's his right to receive the Severance PaymentsPayment, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, defined or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirementdeath, Executive shall only be entitled to receive (Ax) any Base Salary accrued but unpaid prior to such termination termination, (y) any earned but unpaid Annual Bonus from a prior year under the terms of any short term incentive compensation plan, and (Bz) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's 's, employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits benefit specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminate, except any benefits that may be required by federal or state law. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach willful gross misconduct, by Executive in the performance of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereofhis duties hereunder, (ii) any willful gross neglect by Executive of his duties hereunder (other than due to Disability, as such term is defined in Section 6.3 hereof), or repeated and willful failure to follow reasonable instructions of the Chairman of the Board, (iii) commission of an act of fraud or material dishonesty of Executive involving the property or business of with respect to the Company, (iiiiv) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy breach of the Company which is communicated to provisions of Section 11 of this Agreement by Executive in writing or (ivv) Executive=s conviction of, or plea of guilty or nolo contendere to, by Executive to any felony if (or indictable offense). Termination of Executive's employment pursuant to this Section 6.2 shall be made by delivery to Executive of written notice, given at least 30 days prior to such conviction shall result Termination, from the Board specifying the particulars of the conduct by Executive set forth in his imprisonment; provided that with respect to any of clauses (i) through (v), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (ai) During the Term, the Company may terminate the Executive's employment hereunder for Cause (as defined below). In the event that during the Term the Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) Cause or by the Executive other than for Good Reason, Reason (as defined below) or other than as a result of the Executive's Permanent Disability or death death, the Company will pay as soon as practicable to the Executive (or his representative) (iiia) by the Compensation Payments and (b) the Vacation Payment, and the Executive for retirement, Executive shall only will be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any no other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executivecompensation, except as provided otherwise due to him under applicable law or the terms of any applicable plan or program. Executive will not be entitled, among other things, to the payment of any bonus in respect of all or any portion of the previous sentence, shall thereupon cease and terminatefiscal year in which such termination occurs. (bii) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms For purposes of this Agreement, including, but not limited to, engaging in action in violation the Company will have "Cause" to terminate the Executive's employment hereunder upon a finding by the Board that (a) the Executive has been convicted by a court of Section 11 hereofcompetent jurisdiction of the commission of a felony, (iib) any the Executive has willfully and continuously failed to perform material assigned duties after written notice from the Board of such failure and Executive fails to cure such failure within a reasonable period after receipt of such notice, (c) the Executive engaged in willful fraud or dishonesty of Executive involving the property or business of misconduct that is materially injurious to the Company, or (d) the Executive materially breached any of the express covenants set forth in Section 10.1 or 10.5. (iii) a deliberate The Company may not terminate the Executive's employment for Cause under this Section 7.3 unless, in the case of Section 7.3(ii)(b), the Executive has not cured the failure in the manner specified therein, and unless and until the Company provides the Executive with written notice in accordance with Section 12.5 that the Company intends to terminate his employment for Cause. Such written notice will specify the particular act or willful refusal acts, or failure of Executive to comply with any major corporate policy of the Company which act, that is communicated to Executive in writing or (iv) Executive=s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is are the basis for the potential decision to so terminate the Executive's employment for Cause. The Employee will be given the opportunity within 30 calendar days of the receipt of such notice to meet with the Board to defend such act or acts, or failure to act. Thereafter, the Executive's employment by the Company may be terminated under this Section 7.3 for Cause as of the receipt of a written notice (or, if later, the date specific in such notice) from the Company terminating the Executive for Cause accompanied by a copy of a resolution duly adopted by the affirmative vote of not loss than three-quarters of the Board (excluding the Executive) finding Cause and terminating Executive's employment for Cause. A notice of termination for Cause within which given under this Section 7.3 must set forth in reasonable detail the facts and circumstances claimed to cure such conduct in order to prevent termination provide a basis for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitstermination.

Voluntary Termination by Executive; Discharge for Cause. (a) The Company shall have the right to terminate the employment of Executive for Cause, as hereinafter defined. In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) or by Executive (other than for Good Reason), Disability or death or (iii) by Executive for retirementprior to the Termination Date, Executive the Company shall only be entitled obligated to receive (A) any pay Executive such portion of his Base Salary payable to him up to the date of termination and such portion of any bonus compensation accrued but unpaid by Executive pursuant to Section 3.2 prior to such termination the time of termination, and (B) any vacation accrued but unused prior to such termination and any all other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminate. (b) . As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach willful action by Executive of the terms of this Agreement, including, but not limited to, engaging involving malfeasance or misconduct in action in violation of Section 11 hereofconnection with his employment, (ii) continuing refusal by Executive to perform his duties hereunder or any willful fraud or dishonesty of Executive involving the property or business lawful direction of the CompanyBoard, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy breach of the Company which is communicated to provisions of Section 12 of this Agreement by Executive in writing or any other material breach of this Agreement by Executive, (iv) excessive abuse of alcohol or of any controlled substance by Executive=s conviction of, (v) excessive absenteeism not relating to illness or plea (vi) Executive being convicted of nolo contendere to, (a) any felony if or (b) a misdemeanor involving moral turpitude. Termination of Executive pursuant to this Section 6.3 shall be made by delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the directors at a meeting of the Board called and held for the purpose (after reasonable notice and opportunity for Executive to be heard before the Board prior to such conviction shall result vote), finding that in his imprisonment; provided that with respect to the judgment of such Board, Executive was guilty of conduct set forth in any of clauses (i), ) through (iiiv) or (iii) above, Executive shall have 10 days following written notice of above and specifying the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsparticulars thereof.

Voluntary Termination by Executive; Discharge for Cause. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) or by Executive other than for Good Reason, Reason or other than as a result of Executive's Permanent Disability or death or (iii) by Executive for retirementdeath, prior to the Termination Date, Executive shall only be entitled to receive (A) the Compensation Payment and Executive shall not be entitled, among other things, to the payment of any Base Salary accrued but unpaid prior to Bonus in respect of all or any portion of the fiscal year in which such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their termsoccurs. After the termination of Executive's employment under this Section 6.26.4, the obligations of the Company under this Agreement to make any further paymentspayments (except for the Compensation Payment and the payment of insurance premiums pursuant to Section 6.1(a)), or provide any benefits specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) willful malfeasance or willful misconduct by Executive in connection with his employment, (ii) continuing refusal by Executive to perform his duties hereunder or any lawful direction of the Board as required under Section 1.2, after notice of any such refusal to perform such duties or direction was given to Executive, (iii) any breach of the provisions of Section 12 of this Agreement by Executive or any other material and uncorrected breach of this Agreement by Executive or any breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Non- Competition Agreement entered into between Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of and the Company which is communicated to Executive in writing on the date hereof (the "Noncompetition Agreement") or (iv) Executive=s conviction of, or plea the commission by Executive of nolo contendere to, (a) any felony if or (b) a misdemeanor involving moral turpitude. Termination of Executive pursuant to this Section 6.4 shall be made by delivery to Executive of a copy of a resolution duly adopted in good faith by the affirmative vote of not less than a majority of the Directors at a meeting of the Board called and held for the purpose (after 30 days prior written notice to Executive and reasonable opportunity for Executive to be heard before the Board prior to such conviction shall result vote), finding that in his imprisonment; provided that with respect to the reasonable judgment of such Board, Executive was guilty of conduct set forth in any of clauses (i), ) through (iiiv) or (iii) above, Executive shall have 10 days following written notice of above and specifying the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsparticulars thereof.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, defined or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement shall pay to make any further payments, or provide any benefits specified herein, to Executive, except as provided in Executive the previous sentence, shall thereupon cease and terminateAccrued Obligations. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in a violation of Section 11 13 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing writing, or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result or plea results in his imprisonment; provided that that, with respect to clauses (i), (ii) or and (iii) above, Executive shall have 10 thirty (30) days following his receipt of written notice of the conduct which that is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. If Executive cures the conduct that is the basis for the potential termination for Cause within such thirty (30) day period, the Company’s notice of termination shall be deemed withdrawn. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEOBoard, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options)equity-based compensation awards, but it shall be considered a termination without Cause for purposes of such Executive's his right to receive the Severance PaymentsPayment, the Prorated Bonus Bonus, and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirementdeath, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and termination, (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms, and (C) pursuant to Section 5 hereof, reimbursable expenses incurred by Executive prior to the termination of his employment with the Company and not previously reimbursed by the Company. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s 's conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In Except for violations of Section 11 hereof or terminations under Section 6.2(b)(iv) above, only actions, conduct, and events occurring during the event that Executive is terminated for failure to meet performance goals, as determined by term of employment with the initial CEO, such termination Company shall be considered the subject of a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation BenefitsFor Cause.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's ’s employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's ’s right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) or by Executive other than for Good Reason, as a result of the Executive's Permanent Disability or death or (iii) by Executive for retirementdeath, prior to the Termination Date, Executive shall only be entitled to receive (A) the Compensation Payment. Executive shall not be entitled, among other things, to the payment of any Base Salary accrued but unpaid prior to Bonus in respect of all or any portion of the fiscal year in which such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their termsoccurs. After the termination of Executive's employment under this Section 6.26.4, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach willful malfeasance or willful misconduct by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereofconnection with his employment, (ii) continuing refusal by Executive to perform his duties hereunder or any willful fraud or dishonesty of Executive involving the property or business lawful direction of the CompanyBoard of Directors of the Company as required under Section 1.2, after notice of any such refusal to perform such duties or direction was given to Executive, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy breach of the Company which is communicated to provisions of Section 13 of this Agreement by Executive in writing or any other material breach of this Agreement by Executive or (iv) Executive=s conviction of, or plea the commission by Executive of nolo contendere to, (a) any felony if or (b) a misdemeanor involving moral turpitude. Termination of Executive pursuant to this Section 6.4 shall be made by delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Directors at a meeting of the Board of Directors of the Company called and held for the purpose (after 30 days prior written notice to Executive and reasonable opportunity for Executive to be heard before the Board prior to such conviction shall result vote), finding that in his imprisonment; provided that with respect to the reasonable judgment of such Board, Executive was guilty of conduct set forth in any of clauses (i), ) through (iiiv) or (iii) above, Executive shall have 10 days following written notice of above and specifying the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsparticulars thereof.

Voluntary Termination by Executive; Discharge for Cause. (a) The Company shall have the right to terminate the employment of Executive for Cause, as hereinafter defined. In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) or by Executive (other than for Good Reason), Disability or death or (iii) by Executive for retirementprior to the Termination Date, Executive the Company shall only be entitled obligated to receive (A) any pay Executive such portion of his Base Salary accrued but unpaid prior payable to such termination him up to the date of termination, and (B) any vacation accrued but unused prior to such termination and any all other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminate. (b) . As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach willful action by Executive of the terms of this Agreement, including, but not limited to, engaging involving malfeasance or misconduct in action in violation of Section 11 hereofconnection with his employment, (ii) continuing refusal by Executive to perform his duties hereunder or any willful fraud or dishonesty of Executive involving the property or business lawful direction of the CompanyBoard, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy breach of the Company which is communicated to provisions of Section 12 of this Agreement by Executive in writing or any other material breach of this Agreement by Executive, (iv) excessive abuse of alcohol or of any controlled substance by Executive=s conviction of, (v) excessive absenteeism not relating to illness or plea (vi) Executive being convicted of nolo contendere to, (a) any felony if or (b) a misdemeanor involving moral turpitude. Termination of Executive pursuant to this Section 6.3 shall be made by delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the directors (in which vote Executive will not participate) at a meeting of the Board called and held for the purpose (after reasonable notice and opportunity for Executive to be heard before the Board prior to such conviction shall result vote), finding that in his imprisonment; provided that with respect to the judgment of such Board, Executive was guilty of conduct set forth in any of clauses (i), ) through (iiiv) or (iii) above, Executive shall have 10 days following written notice of above and specifying the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsparticulars thereof.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event ------------------------------------------------------- that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirementdeath, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s 's conviction of, or plea of nolo contendere to, any felony if ---- ---------- such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirementdeath, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s Executives conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. Termination as of Termination Date. (a) The Company shall have the right to ---------------------------------- terminate the employment of Executive for Cause. In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) or by Executive other than for Good Reason, Reason or other than as a result of Executive's Permanent Disability or death death, prior to the Termination Date or (iii) by either the Company or Executive for retirementas of the Termination Date in accordance with the notice procedures set forth in Section 2, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to the Compensation Payment, the Vacation Payment, and the term life insurance coverage provided by Section 4. 1. Except for such termination payments and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programscoverage, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After after the termination of Executive's employment under this Section 6.26.4, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminate; provided, however, -------- ------- that Executive's rights to any payments or benefits under any Company plans, programs or practices, including but not limited to those referred to in Sections 3.2, 3.3, 4.1 and 4.3, shall be determined pursuant to the terms of such plans, programs or practices as required to be modified with respect to Executive by this Agreement, except that Executive shall be entitled to a supplemental retirement plan benefit in accordance with Section 4.3 notwithstanding the reason (including termination by the Company for Cause) Executive's employment is terminated; and provided, further, except in the event -------- ------- that Executive's employment is terminated by the Company for Cause, the amounts payable to Executive under the Bonus Plan referred to in Section 3.2 and under the long-term incentive compensation plans or programs referred to in Section 3.3 in respect of the fiscal year or performance cycles, as the case may be, in which his termination occurs, shall not be less than the target bonus or target award for such fiscal year or performance cycles, prorated for the number of days in the fiscal year or each performance cycle until termination. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach Executive's conviction by Executive a court of competent jurisdiction for the terms commission of this Agreement, including, but not limited to, engaging in action in violation a felony (other than derivative of Section 11 hereof, an environmental violation) or (ii) any Executive's willful fraud and continuous failure, other than by reason of Permanent Disability or dishonesty of Executive involving the property or business of the Companydeath, (iii) a deliberate or willful refusal or failure of Executive to comply perform assigned duties commensurate with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following position after written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsfailure.

Voluntary Termination by Executive; Discharge for Cause. (a) In ------------------------------------------------------- the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) or by Executive other than for Good Reason, Reason or other than as a result of Permanent Disability or death or (iii) by Executive for retirementdeath, prior to the Termination Date, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior all salary and benefits to such which Executive is entitled up to and including the date of Executive's termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under of employment hereunder. Provided the employee benefit programs, plans and practices referred to Company follows the procedures specified in Section 4.2 hereof, 6.4(b) hereof in accordance with their terms. After the case of the termination of Executive's employment under this Section 6.2for Cause, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminateterminate on the date on which Executive's employment is terminated by the Company for Cause or by Executive other than for Good Reason or other than as a result of Permanent Disability or death. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach action by Executive involving willful malfeasance or dishonesty in connection with his employment having a material adverse effect on the Company, (ii) substantial and continuing refusal by Executive in willful breach of this Agreement or written instructions to perform the duties ordinarily performed by a chief financial officer, or (iii) Executive being convicted of a felony, under the laws of the terms United States or any State. Termination of Executive pursuant to Section 6.4 hereof shall be communicated by a Notice of Termination given within six months after the Board of Directors of the Company both (i) had knowledge of conduct or an event allegedly constituting Cause and (ii) had reason to believe that such conduct or event could be grounds for Cause. For purposes of this Agreement, including, but a "Notice of Termination" shall mean delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business less than three-quarters of the Company, (iii) a deliberate or willful refusal or failure entire membership of Executive to comply with any major corporate policy the Board of Directors of the Company which is communicated (excluding Executive, if applicable) at a meeting of the Board called and held for the purpose (after reasonable notice to Executive in writing or (iv"Preliminary Notice") and reasonable opportunity for Executive=s conviction of, or plea of nolo contendere totogether with Executive's counsel, any felony if to be heard before the Board prior to such conviction shall result in his imprisonment; provided that with respect to clauses (ivote), (ii) or (iii) abovefinding that in the good faith opinion of the Board, Executive shall have 10 days following written notice was guilty of conduct set forth in the conduct which is first sentence of this Section 6.4(b) and specifying the basis for the potential termination for Cause within which to cure such conduct particulars thereof in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsdetail.

Voluntary Termination by Executive; Discharge for Cause. (ai) During the Term, the Company may terminate the Executive's employment hereunder for Cause (as defined below). In the event that during the Term the Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) Cause or by the Executive other than for Good Reason, Reason (as defined below) or other than as a result of the Executive's Permanent Disability or death death, the Company will pay as soon as practicable to the Executive (or his representative) (iiia) by Executive for retirement, Executive shall only be entitled to receive (A) any the unpaid Base Salary to which the Executive is entitled through his Termination Date, and (b) for any accrued but unpaid prior and unused vacation days. Executive will not be entitled, among other things, to the payment of any bonus or other incentive compensation in respect of all or any portion of the fiscal year in which such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminateoccurs. (bii) As used hereinFor purposes of this Agreement, the term "Cause" shall be limited mean (a) the willful breach or habitual neglect of assigned duties related to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, including compliance with Company policies, and such breach or neglect is materially detrimental to the Company; (iiib) a deliberate conviction (including any plea of nolo contendere) of the Executive of any felony or willful refusal crime involving dishonesty or moral turpitude; (c) any act of personal dishonesty knowingly taken by the Executive in connection with his responsibilities as an employee and intended to result in personal enrichment of the Executive or any other person; (d) bad faith conduct that is materially detrimental to the Company; (e) inability of the Executive to perform the Employee's duties due to alcohol or illegal drug use; (f) the Executive's failure of Executive to comply with any major corporate policy material legal written directive of the Board; (g) any act or omission of the Executive which is of substantial detriment to the Company because of the Executive's intentional failure to comply with any statute, rule or regulation, except any act or omission believed by the Executive in good faith to have been in or not opposed to the best interest of the Company (without intent of the Executive to gain, directly or indirectly, a profit to which is communicated to the Executive in writing was not legally entitled) and except that Cause shall not mean bad judgment or negligence other than habitual neglect of duty; or (ivh) Executive=s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, a material breach by the Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct covenants set forth in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goalsSections 10.1, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits10.2 or 10.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's ’s employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, failure to perform his duties hereunder, or engaging in action in violation of Section 11 hereof, ; (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, any determination of Cause shall be made by a majority of the Board after providing Executive shall have with the opportunity to be heard by the Board and following 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.

Voluntary Termination by Executive; Discharge for Cause. (a) Either the Company or HDL shall have the right to terminate the employment of Executive for Cause. In the event that Executive's employment is terminated (i) by the Company or HDL for Cause, as hereinafter defined, (ii) or by Executive (other than for Good Reason, as a result of the Executive's Permanent Disability or death or (iii) by Executive for retirementwithin ninety (90) days following a Severance Event), prior to the Termination Date, Executive shall only be entitled to receive (A) the Compensation Payment. Executive shall not be entitled, among other things, to the payment of any Base Salary accrued but unpaid prior to Bonus in respect of all or any portion of the fiscal year in which such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their termsoccurs. After the termination of Executive's employment under this Section 6.26.4, the obligations of the Company or HDL under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminate. (b) As used herein, the term "Cause" shall be limited to (i) willful neglect of duty (which shall not include any material and uncorrected good faith errors in business judgment) or willful misconduct (which shall not include any good faith errors in business judgment) by Executive in connection with his employment, (ii) continuing refusal by Executive to perform his duties hereunder as required under Section 1.2, after 30 days prior written notice of any such refusal to perform such duties or direction was given to Executive, (iii) any breach by Executive of the terms provisions of Section 12 of this Agreement, including, but not limited to, engaging in action in violation of Agreement or Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business 6.7 of the Company, (iii) a deliberate Share Purchase Agreement or willful refusal or failure any other material breach of this Agreement by Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) (x) the commission by the Executive of (1) fraud, (2) an act of dishonesty or disloyalty in respect of the discharge of his duties, (3) moral turpitude, (4) an indictable offense under the Criminal Code (Canada) which in the reasonable judgement of the board of directors of the Company is comparable to a felony under the laws of the United States of America or any subdivision thereof or (5) a felony under the laws of the United States of America or any subdivision thereof or (y) the conviction of the Executive of an offense under the Criminal Code (Canada) which results in the Executive=s conviction of, 's incarceration. Termination of Executive pursuant to this Section 6.4 shall be made by delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Directors at a meeting of the board of directors of the Company called and held for the purpose (after 30 days prior written notice to Executive (during which 30 days Executive shall have the opportunity to cure (if practicable) any action or plea of nolo contendere to, any felony if such conviction shall result inaction referred to in his imprisonment; provided that with respect to clauses Section 6.4(b) (i), (ii) or (iii)) above, and reasonable opportunity for Executive shall have 10 days following written notice to be heard before the board of directors of the conduct which is the basis for the potential termination for Cause within which Company prior to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and optionsvote), but it shall be considered a termination without Cause for purposes finding that in the reasonable judgment of such Executive's right to receive Severance Payments, the Prorated Bonus board of directors of the Company Executive was guilty of conduct set forth in any of clauses (i) through (iv) above and specifying the Continuation Benefitsparticulars thereof.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, defined or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement shall pay to make any further payments, or provide any benefits specified herein, to Executive, except as provided in Executive the previous sentence, shall thereupon cease and terminateAccrued Obligations. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in a violation of Section 11 12 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing writing, or (iv) Executive=s 's conviction of, or plea of nolo contendere to, any felony if such conviction shall result or plea results in his imprisonment; provided that that, Cause shall not exist under clause (i) or (ii) on account of Executive's failure or inability to perform his duties on account of injury or physical or mental illness; and provided further that, with respect to clauses (i), (ii) or and (iii) above, Executive shall have 10 thirty (30) days following his receipt of written notice of the conduct which that is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In If Executive cures the event conduct that Executive is terminated the basis for failure to meet performance goalsthe potential termination for Cause within such thirty (30) day period, as determined by the initial CEO, such Company's notice of termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsdeemed withdrawn.

Voluntary Termination by Executive; Discharge for Cause. (ai) During the Term, the Company may terminate the Executive’s employment hereunder for Cause (as defined below). In the event that during the Term the Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) Cause or by the Executive other than for Good Reason, Reason (as defined below) or other than as a result of the Executive’s Permanent Disability or death death, the Company will pay as soon as practicable to the Executive (or his representative) (iiia) by Executive for retirement, Executive shall only be entitled to receive (A) any the unpaid Base Salary to which the Executive is entitled through his Termination Date, and (b) for any accrued but unpaid prior and unused vacation days. Executive will not be entitled, among other things, to the payment of any bonus or other incentive compensation in respect of all or any portion of the fiscal year in which such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminateoccurs. (bii) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms For purposes of this Agreement, including, but not limited to, engaging in action in violation “Cause” shall mean (a) the willful breach or habitual neglect of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of assigned duties related to the Company, including compliance with Company policies, and such breach or neglect is materially detrimental to the Company; (iiib) a deliberate conviction (including any plea of nolo contendere) of the Executive of any felony or willful refusal crime involving dishonesty or moral turpitude; (c) any act of personal EMPLOYMENT AGREEMENT dishonesty knowingly taken by the Executive in connection with his responsibilities as an employee and intended to result in personal enrichment of the Executive or any other person; (d) bad faith conduct that is materially detrimental to the Company; (e) inability of the Executive to perform the Employee’s duties due to alcohol or illegal drug use; (f) the Executive’s failure of Executive to comply with any major corporate policy material legal written directive of the Board; (g) any act or omission of the Executive which is of substantial detriment to the Company because of the Executive’s intentional failure to comply with any statute, rule or regulation, except any act or omission believed by the Executive in good faith to have been in or not opposed to the best interest of the Company (without intent of the Executive to gain, directly or indirectly, a profit to which is communicated to the Executive in writing was not legally entitled) and except that Cause shall not mean bad judgment or negligence other than habitual neglect of duty; or (ivh) Executive=s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, a material breach by the Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct covenants set forth in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goalsSections 9.1, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits9.2 or 9.3.

Voluntary Termination by Executive; Discharge for Cause. (ai) The Company shall have the right to terminate this Agreement for Cause (as hereinafter defined). In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) Cause or by Executive other than (x) for Good Reason, (y)as a result of the Executive’s Permanent Disability or death death, prior to the date of termination of Executive’s employment or (iiiz) by Executive for retirementin connection with the Company’s provision of written notice of its intent not to renew the Employment Term under Section 1.2, Executive shall only be entitled only to receive (A) any Base Salary accrued but unpaid prior to receive, as a cash lump sum within 30 days of such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2termination, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminateCompensation Payment. (bii) As used herein, the term "“Cause" ” shall be limited to mean (iA) a material breach or material default (including, without limitation, any material and uncorrected breach dereliction of duty) by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) Agreement or any willful fraud or dishonesty of agreement between Executive involving the property or business of and the Company, (iii) except for any such breach or default which is caused by Executive’s Permanent Disability, or a deliberate or willful refusal or repeated failure of by Executive to comply follow the direction of the Chief Executive Officer or the Board; (B) Executive’s gross negligence, willful misfeasance or breach of fiduciary duty to the Company or its affiliates; (C) the commission by Executive of an act or omission involving fraud, embezzlement, misappropriation or dishonesty in connection with any major corporate policy Executive’s duties to the Company or its affiliates or that is otherwise likely to be materially injurious to the business or reputation of the Company which is communicated to Executive in writing or its affiliates; or (ivD) Executive=s ’s conviction of, indictment for, or plea of pleading guilty or nolo contendere to, any (x) felony if such conviction or (y) other crime involving fraud or moral turpitude. For purposes of this subsection, no act or failure to act on the Executive’s part shall result be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his imprisonment; provided that with action or omission was in the best interest of the Company. Any determination of whether Cause exists shall be made by the Board in its sole discretion. With respect to clauses clause (iA), (ii) or (iii) above, Executive shall have 10 days following written will be given notice of the conduct which is the basis for the potential termination for Cause within and a 30-day period in which to cure such conduct in order breach, only to prevent termination for Cause by the Company. In the event that Executive is terminated for failure extent such breach can be reasonably expected to meet performance goals, as determined by the initial CEO, be able to be cured within such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsperiod.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and termination, (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms, and (C) pursuant to Section 5 hereof, reimbursable expenses incurred by Executive prior to the termination of his employment with the Company and not previously reimbursed by the Company. After the termination of Executive's ’s employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In Except for violations of Section 11 hereof or terminations under Section 6.2(b)(iv) above, only actions, conduct, and events occurring during the event that Executive is terminated for failure to meet performance goals, as determined by term of employment with the initial CEO, such termination Company shall be considered the subject of a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation BenefitsFor Cause.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's ’s employment is terminated (i) by the Company for Cause, as hereinafter defined, or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirementdeath, Executive shall only be entitled to receive only (A) any Base Salary accrued but unpaid prior to such termination and termination, (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms, and (C) pursuant to Section 5 hereof, reimbursable expenses incurred by Executive prior to the termination of his employment with the Company and not previously reimbursed by the Company. After the termination of Executive's ’s employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate. (b) As used herein, the term "“Cause" ” shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s ’s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In Except for violations of Section 11 hereof or terminations under Section 6.2(b)(iv) above, only actions, conduct, and events occurring during the event that Executive is terminated for failure to meet performance goals, as determined by term of employment with the initial CEO, such termination Company shall be considered the subject of a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation BenefitsFor Cause.

Voluntary Termination by Executive; Discharge for Cause. (ai) The Company shall have the right to terminate this Agreement for Cause (as hereinafter defined) or in the event the Company fails in the first year of this Agreement to meet a material part of its corporate goals as determined by the Company acting in a reasonable manner. In the event that Executive's ’s employment is terminated (i) by the Company for Cause, Cause or failure in the first year of this Agreement to meet a material part of the Company’s corporate goals as hereinafter defined, (ii) determined by the Company acting in a reasonable manner or by Executive other than for Good Reason, Disability as a result of Executive’s permanent disability or death death, prior to the date of termination of Executive’s employment, or (iii) by Executive for retirementin connection with the Company’s provision of written notice of its intent not to renew the Employment Term under Section 1.2, Executive shall only be entitled only to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programsreceive, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminateAccrued Obligations. (bii) As used herein, the term "“Cause" ” shall be limited to mean (iA) a material breach or material default (including, without limitation, any material and uncorrected breach dereliction of duty) by Executive of the terms of this Agreement, includingexcept for any such breach or default which is caused by Executive’s Permanent Disability; (B) Executive’s gross negligence, but not limited to, engaging in action in violation willful misfeasance or breach of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive fiduciary duty to comply with any major corporate policy of the Company which is communicated or its affiliates; (C) the commission by Executive of an act or omission involving fraud, material embezzlement, material misappropriation or material dishonesty in connection with Executive’s duties to Executive in writing the Company or its affiliates; (ivD) Executive=s ’s conviction of, indictment for, or plea of pleading guilty or nolo contendere to, any (x) felony if such conviction or (y) other crime involving fraud or moral turpitude. For purposes of this subsection, no act or failure to act on Executive’s part shall result be considered “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that his imprisonment; provided that with action or omission was in the best interest of the Company. With respect to clauses (iA) and (B), (ii) or (iii) above, Executive shall have 10 days following written will be given notice of the conduct which is the basis for the potential termination for Cause within and a 30·day period in which to cure such conduct in order breach, only to prevent termination for Cause by the Company. In the event that Executive is terminated for failure extent such breach can be reasonably expected to meet performance goals, as determined by the initial CEO, be able to be cured within such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsperiod.

Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, defined or (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirementdeath, Executive shall only be entitled to receive (Ax) any Base Salary accrued but unpaid prior to such termination termination, (y) any earned but unpaid bonus from a prior year under the terms of any short term incentive compensation plan, and (Bz) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's 's, employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits benefit specified herein, to Executive, except as provided in the previous sentence, Executive shall thereupon cease and terminate, except any benefits that may be required by federa1 or state law. (b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach willful gross misconduct, by Executive in the performance of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereofhis duties hereunder, (ii) any willful gross neglect by Executive of his duties hereunder (other than due to Disability, as such term is defined in Section 6.3 hereof), or repeated and willful failure to follow reasonable instructions of the Chairman of the Board, (iii) commission of an act of fraud or material dishonesty of Executive involving the property or business of with respect to the Company, (iiiiv) any breach of the provisions of Section 11 of this Agreement by Executive or (v) conviction or plea of guilty or nolo contendere by Executive to any felony (or indictable offense). Termination of Executive's employment pursuant to this Section 6.2 shall be made by delivery to Executive of written notice, given at least 30 days prior to such Termination, from the Board specifying the particulars of the conduct by Executive set forth in any of clauses (i) through (v) above. Termination shall be effective on the date set forth in the notice, unless within 30 days after receiving such notice, Executive shall have cured Cause to the reasonable satisfaction of the Board; provided, however, that no cure shall be possible for (A) any breach of Section 11 of this Agreement by Executive, (B) a deliberate commission of fraud or willful refusal material dishonesty or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s a conviction of, or plea of nolo contendere to, by Executive to any felony if such conviction shall result in his imprisonment(or indictable offense); and provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event further that Executive is terminated for failure may he required to meet performance goals, as determined by vacate Company premises prior to the initial CEO, such effective date of termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefitsin those instances.