Common use of With Cause Clause in Contracts

With Cause. The Company may terminate Employee’s employment under this Agreement at any time for cause effective immediately upon Notice of Termination. In the event the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period to the date of his termination. Employee shall not be entitled to receive Severance Pay from the Company if his employment is terminated for cause. For purposes of this Agreement, “cause” shall be defined to include, but not be limited to, the following: (i) any act or omission by Employee that constitutes gross negligence or willful misconduct; (ii) theft, dishonest acts or breach of fiduciary duty that materially enrich the Employee or materially damage the Company or conviction of a felony, (iii) any conflict of interest, except those consented to in writing by the Company; (iv) any material failure by Employee to observe Company work rules, policies or procedures; (v) failure or refusal by Employee to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, to the satisfaction of the Company; (vi) any conduct that is materially detrimental to the operations, financial condition or reputation of the Company; or (vii) any material breach of this Agreement by Employee; provided, however, the occurrence of those events set forth in clauses (i), (iv), (v) or (vii), shall be deemed “Good Cause” to the extent and only to the extent that such breach or nonperformance remains uncorrected for thirty (30) days following Company’s reasonably detailed written notice to Employee of such breach or nonperformance; provided further, however, that a repeated breach after notice and cure of any provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, shall be grounds for termination for “Good Cause” without any additional notice from the Company.

With Cause. The Company may terminate Employee’s 's employment under this Agreement at any time for cause effective immediately upon Notice of Termination. In the event the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period to the date of his termination. Employee shall not be entitled to receive Severance Pay from the Company if his employment is terminated for cause. For purposes of this Agreement, “"cause” " shall be defined to include, but not be limited to, the following: (i) any act or omission by Employee that constitutes gross negligence or willful misconduct; (ii) theft, dishonest acts or breach of fiduciary duty that materially enrich the Employee or materially damage the Company or conviction of a felony, (iii) any conflict of interest, except those consented to in writing by the Company; (iv) any material failure by Employee to observe Company work rules, policies or procedures; (v) failure or refusal by Employee to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, to the satisfaction of the Company; (vi) any conduct that is materially detrimental to the operations, financial condition or reputation of the Company; or (vii) any material breach of this Agreement by Employee; provided, however, the occurrence of those events set forth in clauses (i), (iv), (v) or (vii), shall be deemed “Good Cause” to the extent and only to the extent that such breach or nonperformance remains uncorrected for thirty (30) days following Company’s reasonably detailed written notice to Employee of such breach or nonperformance; provided further, however, that a repeated breach after notice and cure of any provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, shall be grounds for termination for “Good Cause” without any additional notice from the Company.

With Cause. The Company may terminate Employee’s employment under Notwithstanding any provision in this Agreement to the contrary, the Employee's employment hereunder may be terminated by the Company at any time for cause "Cause," and such termination shall be effective immediately upon Notice of Termination. In the event the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period written notice to the date of his termination. Employee shall not be entitled to receive Severance Pay from the Company if his employment is terminated for causeEmployee. For purposes of this Agreement, “cause” "Cause" for the termination of the Employee's employment hereunder shall be defined deemed to includeexist if, but not be limited to, in the followingreasonable judgment of the Board of Directors: (i) the Employee commits fraud, theft, embezzlement or other material act of dishonesty against the Company, or any act subsidiary or omission by Employee that constitutes gross negligence or willful misconductaffiliate thereof; (ii) theft, dishonest acts or breach of fiduciary duty that materially enrich ii the Employee or materially damage the Company or conviction is convicted of a felony, felony or a misdemeanor which may be reasonably interpreted to be harmful to the Company’s reputation; (iii) any conflict the Employee compromises trade secrets or other proprietary information of interest, except those consented to in writing by the Company, or any subsidiary or affiliate thereof; (iv) the Employee breaches any material failure by Employee to observe Company work rulesnon-solicitation agreement with the Company, policies or proceduresany subsidiary or affiliate thereof; (v) failure or refusal by the Employee breaches any of the terms of this Agreement (other than those referenced in clauses (iii) and (iv) of this Section 4.1(a)) and fails to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, to cure such breach within ten (10) days after the satisfaction receipt of written notice of such breach from the Company; (vi) the Employee engages in any conduct grossly negligent act or willful misconduct that is materially detrimental causes, or could be reasonably expected to cause, harm to the operationsbusiness, financial condition operations or reputation of the Company, or any subsidiary or affiliate thereof; (vii) the Employee breaches any fiduciary duty to the Company; or (viiviii) the Company, or any material breach of subsidiary or affiliate thereof, is ordered to terminate this Agreement by Employee; provided, however, the occurrence of those events set forth in clauses (i), (iv), (v) or (vii), shall be deemed “Good Cause” to the extent and only to the extent that such breach or nonperformance remains uncorrected for thirty (30) days following Company’s reasonably detailed written notice to Employee of such breach or nonperformance; provided further, however, that a repeated breach after notice and cure of any provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, shall be grounds for termination for “Good Cause” without any additional notice from governmental regulatory agency with supervisory authority over the Company, or any subsidiary or affiliate thereof.

With Cause. The Company may terminate Employee’s employment under Notwithstanding any provision in this Agreement to the contrary, the Employee's employment hereunder may be terminated by the Company at any time for cause "Cause," and such termination shall be effective immediately upon Notice of Termination. In the event the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period written notice to the date of his termination. Employee shall not be entitled to receive Severance Pay from the Company if his employment is terminated for causeEmployee. For purposes of this Agreement, “cause” "Cause" for the termination of the Employee's employment hereunder shall be defined deemed to includeexist if, but not be limited to, in the followingreasonable judgment of the Board of Directors: (i) the Employee commits fraud, theft or embezzlement against the Company, or any act subsidiary or omission by Employee that constitutes gross negligence or willful misconductaffiliate thereof; (ii) theft, dishonest acts or breach of fiduciary duty that materially enrich the Employee commits a felony or materially damage the Company or conviction of a felony, crime involving moral turpitude; (iii) any conflict the Employee compromises trade secrets or other proprietary information of interest, except those consented to in writing by the Company, or any subsidiary or affiliate thereof; (iv) the Employee breaches any material failure by Employee to observe Company work rulesnon-solicitation agreement with the Company, policies or proceduresany subsidiary or affiliate thereof; (v) failure or refusal by the Employee breaches any of the terms of this Agreement (other than those referenced in clauses (iii) and (iv) of this Section 4.1(a)) and fails to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, to cure such breach within ten (10) days after the satisfaction receipt of written notice of such breach from the Company; (vi) the Employee engages in any conduct grossly negligent act or willful misconduct that is materially detrimental causes, or could be reasonably expected to cause, harm to the operationsbusiness, financial condition operations or reputation of the Company, or any subsidiary or affiliate thereof; or (vii) the Company, or any material breach of subsidiary or affiliate thereof, is ordered to terminate this Agreement by Employee; provided, however, the occurrence of those events set forth in clauses (i), (iv), (v) or (vii), shall be deemed “Good Cause” to the extent and only to the extent that such breach or nonperformance remains uncorrected for thirty (30) days following Company’s reasonably detailed written notice to Employee of such breach or nonperformance; provided further, however, that a repeated breach after notice and cure of any provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, shall be grounds for termination for “Good Cause” without any additional notice from governmental regulatory agency with supervisory authority over the Company, or any subsidiary or affiliate thereof.

With Cause. The Company may terminate Employee’s employment under this Agreement may, at any time and in its sole discretion, terminate Executive's employment for cause Cause (as defined below) by delivery to Executive of a Termination Notice specifying in reasonable detail the nature of such Cause, effective immediately upon Notice as of Termination. In the event the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period to the date of his termination. Employee shall not such Termination Notice, provided, that such Termination Notice must be entitled delivered to receive Severance Pay from Executive within 30 days of the date on which the Company if his employment is terminated first obtained knowledge of the event or events forming the basis for causesuch Cause. For purposes of this Agreementhereof, “cause” termination for "Cause" shall be defined to include, but not be limited to, the following: mean (i) a conviction of Executive, by a court of competent jurisdiction and after all appeal procedures have been exhausted or have expired, of or a plea of guilty or nolo contendere by Executive to, any act or omission by Employee that which constitutes gross negligence or willful misconducta felony in the jurisdiction involved; (ii) theft, dishonest acts or breach of fiduciary duty that materially enrich the Employee or materially damage the Company or conviction commission of a felony, (iii) any conflict of interest, except those consented to in writing material fraudulent act or practice by Executive involving the Company; (iv) any material failure by Employee to observe Company work rules, policies or procedures; (v) failure or refusal by Employee to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, to the satisfaction affairs of the Company; (viiii) any conduct the continuing willful failure by Executive to follow the lawful directions of the Board of Directors (which directions are not inconsistent with this Agreement) (iv) the material breach by Executive of this Agreement; or (v) an act of gross neglect or gross or willful misconduct that is materially detrimental relates to the operations, financial condition or reputation affairs of the Company; or (vii) any material breach of this Agreement by Employee; provided, however, the occurrence of those events set forth in clauses that if Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iiii), (iv), ) or (v) or (vii)hereof, the Executive shall be deemed “Good Cause” to the extent and only to the extent that such breach or nonperformance remains uncorrected for have thirty (30) days following Company’s reasonably detailed written notice to Employee his receipt of such Termination Notice to cure the breach or nonperformance; provided further, however, that a repeated breach after notice and cure of any provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, shall be grounds specified therein prior to his employment being terminated for termination for “Good Cause” without any additional notice from the CompanyCause pursuant hereto.

With Cause. The Company may terminate Employee’s employment under this Agreement Board of Directors may, at any time for cause effective immediately upon Notice of Termination. In the event the Company terminates time, terminate this Agreement for cause on the part of Employeecause. In such event, Employee shall receive Base Salary for the period to the date of his termination. Employee ______shall not be entitled to receive Severance Pay any further compensation from the Company if his employment is terminated date of notice of termination. The notice of termination shall be in writing, shall set forth the date of delivery to ______, and the effect of termination shall not be retroactive to a date prior to delivery of such notice. For the purpose of this Agreement, “termination for cause” shall include any act or omission on the part of ______which involves personal dishonesty, willful misconduct, material breach of fiduciary duty, a material violation of any law, rule or regulation relating to the banking industry or a material breach of any provision of this Agreement, such as the willful and continue failure of ______to perform the duties herein set forth. No act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. For purposes of this Agreementparagraph, “cause” shall be defined to include, but not be limited to, the following: (i) any act or omission by Employee that constitutes gross negligence to act on the part of ______in reliance upon an opinion of counsel, outside auditor or willful misconduct; (ii) theft, dishonest acts or breach of fiduciary duty that materially enrich the Employee or materially damage advisor to the Company or conviction to ______shall not be deemed to be willful or without reasonable belief that the act or omission to act was in the best interest of the Company. ______may, with cause, terminate this Agreement. For purposes of this section, termination with cause shall mean a failure of the Company to comply with any material provision of this Agreement, which failure has not been cured within fifteen (15) days of receipt of a felony, (iii) any conflict written notice by ______of interest, except those consented to in writing such noncompliance by the Company; (iv) . Either party may submit for arbitration, as provided in Section 22 of this Agreement, among other matters, any material failure by Employee to observe Company work rules, policies or procedures; (v) failure or refusal by Employee to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, controversy that may arise with regard to the satisfaction of the Company; (vi) any conduct cause for termination that is materially detrimental to the operations, financial condition or reputation of the Company; or (vii) any material breach of this Agreement by Employee; provided, however, the occurrence of those events set forth in clauses (i), (iv), (v) or (vii), shall be deemed “Good Cause” to the extent and only to the extent that such breach or nonperformance remains uncorrected for thirty (30) days following Company’s reasonably detailed written notice to Employee of such breach termination provided by the Board of Directors or nonperformance; provided furtherthe Executive, however, that a repeated breach after notice and cure of any provision of clauses (i), (iv), (v) or (vii) involving as the same or substantially similar actions or conduct, shall be grounds for termination for “Good Cause” without any additional notice from the Companycase may be.

With Cause. The employment of the Executive by the Company may shall terminate Employee’s employment under this Agreement at any time for cause effective the election of the Company immediately upon Notice the giving of Termination. In the event written notice by the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period to the date Executive of his termination. Employee shall not be entitled to receive Severance Pay from the Company if his employment is terminated for causetermination with Cause. For purposes of this Agreement, the term “causeCause” shall be defined to include, but not be limited to, means that the followingExecutive: (i) has been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any act or omission by Employee that constitutes gross negligence or willful misconduct; felony relating to the negligent operation of an automobile), (ii) thefthas willfully failed to substantially perform (other than by reason of illness or temporary disability) his reasonably assigned material duties hereunder, dishonest acts or breach of fiduciary duty that materially enrich including but not limited to duties consistent with Executive’s position as are assigned by the Employee or materially damage the Company or conviction of a felonyBoard, (iii) any conflict has engaged in willful misconduct in the performance of interesthis duties, except those consented to in writing by the Company; (iv) any material failure by Employee to observe Company work rules, has engaged in conduct that violated the Company’s then existing written internal policies or procedures; (v) failure or refusal by Employee to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, procedures that have been provided to the satisfaction of the Company; (vi) any Executive in writing prior to such conduct that and which is materially detrimental to the operations, financial condition or business and reputation of the Company; , or (vii) any material breach of this Agreement by Employee; provided, however, the occurrence of those events set forth in clauses (i), (iv), (v) has materially breached any non-competition or non-disclosure agreement in effect between the Executive and the Company, including such agreements in this Agreement; provided that with respect to clauses (viiii) and (iii), no event shall be deemed “Good constitute Cause unless (A) the Company has given the Executive a Notice of the Termination, setting forth the conduct of the Executive that is alleged to constitute Cause” , within thirty (30) days of the first date on which the Company has knowledge of such conduct, and (B) the Executive fails to the extent and only to the extent that cure such breach or nonperformance remains uncorrected for conduct within thirty (30) days following the date on which such notice is provided. Further, no act or failure to act by the Executive will be deemed “willful” unless done or omitted to be done not in good faith or without reasonable belief that such action or omission was in the Company’s reasonably detailed written notice best interests, and any act or omission by the Executive pursuant to Employee authority given pursuant to a resolution duly adopted by the Board or on the advice of such breach or nonperformance; provided further, however, that a repeated breach after notice counsel for the Company will be deemed made in good faith and cure in the best interests of any provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, shall be grounds for termination for “Good Cause” without any additional notice from the Company.

With Cause. The Company may terminate Employee’s employment under this Agreement at any time for cause Cause effective immediately upon Notice of Termination. In the event the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period to the date of his termination. Employee shall not be entitled to receive Severance Pay from the Company if his employment is terminated for causeCause. For purposes of this Agreement, “causeCause” shall be defined to include, but not be limited to, the following: (i) any act or omission by Employee that constitutes gross negligence or willful misconduct; (ii) theft, dishonest acts or breach of fiduciary duty that materially enrich the Employee or materially damage the Company or conviction of a felony, (iii) any conflict of interest, except those consented to in writing by the Company; (iv) any material failure by Employee to observe Company the Company’s lawful work rules, policies or procedures; (v) failure or refusal by Employee to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, to the satisfaction of the Company; (vi) any conduct that is materially detrimental to the operations, financial condition or reputation of the Company; or (vii) any material breach of this Agreement by Employee; provided, however, the occurrence of those events set forth in clauses (i), (iv), (v) or (vii), shall be deemed “Good Cause” to the extent and permit a for Cause termination only to the extent that if such breach or nonperformance remains uncorrected for thirty (30) days following Company’s reasonably detailed written notice to Employee of such breach or nonperformance; provided further, however, that a repeated breach after notice and cure of any provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, shall be grounds for termination for “Good Cause” Cause without any additional notice from the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s chief executive officer shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company.

With Cause. The Company REIT may terminate the Employee’s 's employment under this Agreement at any time for cause effective with Cause immediately upon Notice delivery of Terminationnotice thereof. In connection with the event termination of the Company terminates Employee's employment pursuant to this Agreement for cause on Section 2(c)(ii), the part of Employee, Employee shall receive Base Salary for (A) be paid salary and any bonus payable to him in accordance with Sections 3(a) and 3(b) hereof accrued through the period to the effective date of his termination. Employee shall not ; (B) be entitled to receive Severance Pay from the Company if his employment is terminated for causebenefits set forth in Sections 3(c) through 3(e) hereof in accordance with the terms thereof; and (C) be entitled to the benefits set forth in Sections 3(f) through 3(h) hereof accrued through the effective date of such termination in accordance with such plans, programs and arrangements. For purposes of this Agreement, “cause” "Cause" shall be defined to includemean the Employee's (A) material incompetence in the performance of his duties or obligations hereunder, but not be limited toincluding, the following: without limitation, those duties and obligations specified in Section 1(a) hereof; (iB) commission of any act or omission by Employee that constitutes gross negligence or which is materially injurious to the REIT; (C) personal dishonesty, willful misconduct; (ii) theft, dishonest acts or breach of fiduciary duty that materially enrich the Employee or materially damage the Company or conviction of a felony, (iii) any conflict of interest, except those consented to in writing by the Companyinvolving personal profit; (ivD) any intentional and material failure by Employee to observe Company work rules, policies or procedures; (v) failure or refusal by Employee to perform his stated duties and responsibilities required hereunder, for the REIT; (E) willful violation of any law which violation materially adversely affects his ability to discharge his duties for the REIT or to carry out reasonable instruction, to has an adverse effect on the satisfaction REIT's interest or (F) breach in any material respect of any of the Company; (vi) any conduct that is materially detrimental to the operations, financial condition or reputation of the Company; or (vii) any material breach terms of this Agreement by Employeeor any confidentiality or proprietary information agreement between the Employee and FWM, the Operating Partnership or the REIT; provided, however, that "Cause" shall not exist unless and until the occurrence of those events set forth in clauses Board provides the Employee with (i), (iv), (vX) or (vii), shall be deemed “Good Cause” to the extent and only to the extent that such breach or nonperformance remains uncorrected for thirty (30) at least 15 days following Company’s reasonably detailed prior written notice of its intention to terminate his employment with Cause, together with a certified copy of the resolution of the Board approving the termination of the Employee's employment with Cause by the affirmative vote of not less than a majority of the Board, and a written statement describing the nature of the Cause, and (Y) a reasonable opportunity and a reasonable period of time to cure any curable acts or omissions on which the finding of Cause is based. If the Employee cures the acts or omissions on which the finding of such breach or nonperformance; provided furtherCause is based, however, that a repeated breach after notice and cure of any provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, REIT shall be grounds for termination for “Good Cause” without any additional notice from not have Cause to terminate the CompanyEmployee's employment hereunder.

With Cause. The Company REIT may terminate the Employee’s 's employment under this Agreement at any time for cause effective with Cause immediately upon Notice delivery of Terminationnotice thereof. In connection with the event termination of the Company terminates Employee's employment pursuant to this Agreement for cause on Section 2(c)(ii), the part of Employee, Employee shall receive Base Salary for (A) be paid salary and any bonus payable to him in accordance with Sections 3(a) and 3(b) hereof accrued through the period to the effective date of his termination. Employee shall not ; (B) be entitled to receive Severance Pay from the Company if his employment is terminated for causebenefits set forth in Sections 3(c) through 3(e) hereof in accordance with the terms thereof; and (C) be entitled to the benefits set forth in Sections 3(f) through 3(h) hereof accrued through the effective date of such termination in accordance with such plans, programs and arrangements. For purposes of this Agreement, “cause” "Cause" shall be defined to includemean the Employee's (A) material incompetence in the performance of his duties or obligations hereunder, but not be limited toincluding, the following: without limitation, those duties and obligations specified in Section 1(a) hereof; (iB) commission of any act or omission by Employee that constitutes gross negligence or which is materially injurious to the REIT; (C) personal dishonesty, willful misconduct; (ii) theft, dishonest acts or breach of fiduciary duty that materially enrich the Employee or materially damage the Company or conviction of a felony, (iii) any conflict of interest, except those consented to in writing by the Companyinvolving personal profit; (ivD) any intentional and material failure by Employee to observe Company work rules, policies or procedures; (v) failure or refusal by Employee to perform his stated duties and responsibilities required hereunder, for the REIT; (E) willful violation of any law which violation materially adversely affects his ability to discharge his duties for the REIT or to carry out reasonable instruction, to has an adverse effect on the satisfaction REIT's interest or (F) breach in any material respect of any of the Company; (vi) any conduct that is materially detrimental to the operations, financial condition or reputation of the Company; or (vii) any material breach terms of this Agreement by Employeeor any confidentiality or proprietary information agreement between the Employee and FWM, the Operating Partnership or the REIT; provided, however, that "Cause" shall not exist unless and until the occurrence of those events set forth in clauses Board provides the Employee with (i), (iv), (vX) or (vii), shall be deemed “Good Cause” to the extent and only to the extent that such breach or nonperformance remains uncorrected for thirty (30) at least 15 days following Company’s reasonably detailed prior written notice of its intention to terminate his employment with Cause, together with a certified copy of the resolution of the Board approving the termination of the Employee's employment with Cause by the affirmative vote of not less than a majority of the Board, and a written statement describing the nature of the Cause, and (Y) a reasonable opportunity and a reasonable period of time to cure any curable acts or omissions on which the finding of Cause is based. If the Employee cures the acts or omissions on which the finding of such breach or nonperformance; provided furtherCause is based, however, that a repeated breach after notice and cure of any provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, REIT shall be grounds for termination for “Good Cause” without any additional notice from not have Cause to terminate the Company.Employee's employment hereunder. 2

With Cause. The employment of the Executive by the Company may shall terminate Employee’s employment under this Agreement at any time for cause effective the election of the Company immediately upon Notice the giving of Termination. In the event written notice by the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period to the date Executive of his termination. Employee shall not be entitled termination with Cause, subject to receive Severance Pay from the Company if his employment is terminated for causeterms of this Section 5(b). For purposes of this Agreement, the term “causeCause” shall be defined to include, but not be limited to, means that the followingExecutive: (i) has been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any act or omission by Employee that constitutes gross negligence or willful misconduct; felony relating to the negligent operation of an automobile), (ii) theft, dishonest acts has intentionally failed to substantially perform (other than by reason of illness or breach of fiduciary duty that materially enrich temporary disability) the Employee or materially damage the Company or conviction of a felonyExecutive’s reasonably assigned material duties, (iii) any conflict has engaged in (x) willful misconduct or (y) gross negligence in the performance of interestthe Executive’s duties, except those consented to in writing by the Company; (iv) any material failure by Employee to observe Company work rules, has engaged in conduct that materially violated the Company’s then existing written internal policies or procedures; procedures that apply to the Executive, or (v) failure or refusal by Employee to perform his duties has materially breached the restrictive covenants in effect between the Executive and responsibilities required hereunder, or to carry out reasonable instruction, to the satisfaction of the Company; (vi) any conduct that is materially detrimental to the operations, financial condition or reputation of the Company; or (vii) any material breach of this Agreement by Employee; provided, however, that in the occurrence case of those events set forth in clauses (i), iii)(y) or (iv)) and, to the extent curable, clause (v) or (vii)above, shall be deemed “Good Cause” shall not exist unless the Executive fails to remedy to the extent and only to reasonable satisfaction of the extent that Board such breach act, omission or nonperformance remains uncorrected for condition, within thirty (30) days following Company’s reasonably detailed after the Executive receives from the Board written notice that sets forth in reasonable detail the basis for the Board’s belief that “Cause” exists. For purposes hereof, no act or omission shall be deemed to Employee be “willful” or “intentional” (i) if such act or omission was taken (or omitted) (x) in the good faith belief that such is in the best interests of, or not opposed to the best interests of, the Company or (y) at the direction of the CEO or the Board or (ii) if such act or omission resulted from the Executive’s physical or mental incapacity. For the avoidance of doubt, failure to attain performance objectives or financial goals shall not constitute Cause hereunder. No grounds purporting to constitute Cause hereunder shall constitute Cause if the Board fails to notify the Executive of such breach or nonperformance; provided further, however, that a repeated breach after notice and cure purported grounds with one (1) year of any provision the Board first becoming aware of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, shall be grounds for termination for “Good Cause” without any additional notice from the Companysuch purported grounds.

With Cause. The employment of the Executive by the Company may shall terminate Employee’s employment under this Agreement at any time for cause effective the election of the Company immediately upon Notice the giving of Termination. In the event written notice by the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period to the date Executive of his termination. Employee shall not be entitled termination with Cause, subject to receive Severance Pay from the Company if his employment is terminated for causeterms of this Section 5(b). For purposes of this Agreement, the term “causeCause” shall be defined means that the Executive: (1) has been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to includethe negligent operation of an automobile), (2) has intentionally failed to substantially perform (other than by reason of illness or temporary disability) his reasonably assigned material duties hereunder, including but not be limited toto duties consistent with the Executive’s position as are assigned by the Chief Executive Officer after the date of this Agreement, the following: (i3) any act has engaged in (A) willful misconduct or omission by Employee that constitutes (B) gross negligence or willful misconduct; in the performance of his duties, (ii4) theft, dishonest acts or breach of fiduciary duty has engaged in conduct that materially enrich the Employee or materially damage the Company or conviction of a felony, (iii) any conflict of interest, except those consented to in writing by violated the Company; (iv) any material failure by Employee to observe Company work rules, ’s then existing written internal policies or procedures; (v) failure or refusal by Employee to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, procedures that apply to the satisfaction of Executive and were provided to him prior to the Company; (vi) any conduct that violation and which is materially detrimental to the operations, financial condition business or reputation of the Company; , or (vii5) has materially breached the restrictive covenants set forth in Section 7 and Section 8 herein or any material breach of this Agreement by Employee; other restrictive covenant in effect between the Executive and the Company, provided, however, that in the occurrence case of those events set forth in clauses (i), (iv), (v3)(B) or (vii)4) and, shall be deemed “Good Cause” to the extent and only curable, clause (5) above, “Cause” shall not exist unless the Executive fails to remedy to the extent that reasonable satisfaction of the Board such breach act, omission or nonperformance remains uncorrected for condition, within thirty (30) days following Company’s reasonably detailed after the Executive receives from the Board written notice that sets forth in reasonable detail the basis for the Board’s belief that “Cause” exists. For purposes hereof, no act or omission shall be deemed to Employee be “willful” or “intentional” (A) if such act or omission was taken (or omitted) (I) in the good faith belief that such is in the best interests of, or not opposed to the best interests of, the Company or (II) at the direction of the Chief Executive Officer, Chief Financial Officer of the Company or the Board or (B) if such act or omission resulted from the Executive’s physical or mental incapacity. For the avoidance of doubt, failure to attain performance objectives or financial goals shall not constitute Cause hereunder. No grounds purporting to constitute Cause hereunder shall constitute Cause if the Board fails to notify the Executive of such breach or nonperformance; provided further, however, that a repeated breach after notice and cure purported grounds with one (1) year of any provision the Board first becoming aware of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or conduct, shall be grounds for termination for “Good Cause” without any additional notice from the Companysuch purported grounds.

With Cause. The employment of the Executive by the Company may shall terminate Employee’s employment under this Agreement at any time for cause effective the election of the Company immediately upon Notice the giving of Termination. In the event written notice by the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period to the date Executive of his termination. Employee shall not be entitled termination with Cause, subject to receive Severance Pay from the Company if his employment is terminated for causeterms of this Section 5(b). For purposes of this Agreement, the term “causeCause” shall be defined means that the Executive: (1) has been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to includethe negligent operation of an automobile), (2) has intentionally failed to substantially perform (other than by reason of illness or temporary disability) his reasonably assigned material duties hereunder, including but not be limited toto duties consistent with the Executive’s position as are assigned by the Senior Officer after the date of this Agreement, the following: (i3) any act has engaged in willful misconduct or omission by Employee that constitutes gross negligence or willful misconduct; in the performance of his duties, (ii4) theft, dishonest acts or breach of fiduciary duty has engaged in conduct that materially enrich the Employee or materially damage the Company or conviction of a felony, (iii) any conflict of interest, except those consented to in writing by violated the Company; (iv) any material failure by Employee to observe Company work rules, ’s then existing written internal policies or procedures; (v) failure or refusal by Employee to perform his duties and responsibilities required hereunder, or to carry out reasonable instruction, procedures that apply to the satisfaction of Executive and were provided to him prior to the Company; (vi) any conduct that violation and which is materially detrimental to the operations, financial condition business or reputation of the Company; , or (vii5) has materially breached any material breach of non-competition or non-disclosure agreement in effect between the Executive and the Company, including such agreements in this Agreement by EmployeeAgreement; provided, however, that in the occurrence case of those events set forth in clauses clause (i)4) and, (iv), (v) or (vii), shall be deemed “Good Cause” to the extent and only curable, clause (5) above, “Cause” shall not exist unless the Executive fails to remedy to the extent that reasonable satisfaction of the Company Board such breach act, omission or nonperformance remains uncorrected for condition, within thirty (30) days following Company’s reasonably detailed after the Executive receives from the Senior Officer written notice that sets forth in reasonable detail the basis for the Senior Officer’s belief that “Cause” exists; and in the event of termination pursuant to Employee of such breach or nonperformance; provided further, however, that a repeated breach after notice and cure of any provision of clauses (ithis Section 5(b), (ivnotwithstanding anything in this Agreement to the contrary, except as set forth in Section 6(c), no payments under Section 3(b) through (ve) or (vii) involving the same or substantially similar actions or conduct, shall be grounds for termination for payable to Executive. For purposes of this Section 5(b), no act, or failure to act, on the Executive’s part will be deemed “Good Causegross negligence” without any additional notice from or “willful misconduct” if the Executive’s act or failure to act was done, or omitted to be done, by the Executive in good faith and with a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.