Common use of With Cause Clause in Contracts

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner).

With Cause. Employer The Employee’s employment with the Company may terminate this Agreement be terminated by the Company at any time for “Cause.” As used herein, the term “Cause” shall refer to the following: (i) theft, fraud, dishonesty, gross negligence or willful malfeasance by the Employee in connection with cause immediately the performance of his duties hereunder (collectively, “Theft Events”); (ii) a material breach or failure to fulfill and perform the Employee’s duties hereunder, which breach or failure is not cured to the reasonable satisfaction of the Company within forty-five (45) days after written demand from the Company (if such breach is at all curable during such time in the reasonable determination of the Company; failing such determination, “Cause” shall have occurred upon written the occurrence of such breach or failure); (iii) conviction of a felony or a crime involving moral turpitude; (iv) habitual neglect of duties or misconduct in the performance of the Employee’s duties and responsibilities hereunder following an initial notice of warning from the Company with respect thereto; or (v) a repeated or ongoing failure to Executivecomply with the reasonable directions and instructions of management of the Company in connection with the performance of the Employee’s duties and responsibilities hereunder following an initial notice of warning from the Company with respect thereto. Employer may elect to require Executive to continue to perform Executive's duties Upon termination for Cause, all rights of the Employee under this Agreement shall immediately terminate and the Company shall have no further obligations. A termination of the Employee’s employment with the Company by the Employee upon his voluntary resignation or voluntary retirement shall be treated as a termination for Cause hereunder. In connection therewith, the Employee covenants and agrees not to voluntarily resign or voluntarily retire without providing the Company with ninety (90) days’ prior written notice. Upon a termination for Cause, Employee shall receive in full satisfaction of all amounts due to him an additional thirty (30) days following notice amount equal to the remainder of Base Compensation through date of termination. In connection with Notwithstanding any of the termination foregoing, in the event that the Company has terminated Employee’s employment on account of Executive's employment pursuant to this Section 5(a)(ii)a Theft Event, Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive Company shall be entitled to withhold from any bonuses payable amounts otherwise due to Executive Employee under this Subsection 8(a) the amount of monetary damages incurred by the Company from such Theft Event which shall be quantified and determined in accordance with writing by the Company within 90 days after the date of termination. The Employee agrees that his eligibility to receive any and all amounts described in this Section 3(b8(a) hereof for or with respect shall be subject to any calendar years prior and contingent upon the Employee’s execution of a full and complete general release in favor of the Company and its affiliated persons and entities, satisfactory to the calendar year Company in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)sole discretion.

With Cause. Employer may terminate this Agreement with cause SCC may, immediately upon written notice to Executive, terminate Executive from employment with “Cause”. Employer may elect to require Executive to continue “Cause” shall mean (A) the Executive’s willful and ongoing failure to perform Executive's ’s duties (other than any such failure resulting from incapacity due to physical or mental illness); (B) the Executive’s willful failure to comply with any valid and legal directive of the Board, the President, the CEO or any Designated Supervisor; (C) the Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company; (D) the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; (E) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s ability to perform services for the Company or results in material reputational or financial harm to the Company; (F) the Executive’s material violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct: (G) the Executive’s willful unauthorized disclosure of Confidential Information; (H) the Executive’s material breach of any material obligation under this Agreement for an additional thirty or any other written agreement between the Executive and the Company; or (30I) days following notice of termination. In connection with the termination of Executive's employment pursuant ’s engagement in conduct that brings or is reasonably likely to this Section 5(a)(ii)bring the Company negative publicity or into public disgrace, Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such terminationembarrassment, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such terminationdisrepute. For purposes of this Section 5(a)(ii)Section, "cause" no act or failure to act on the part of the Executive shall mean (1) be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without the Executive’s reasonable belief that such action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a finding resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the whole Board (exclusive of the Executive, if the Executive is then a member of the Board), after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board, finding that the Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, engaged in conduct described above. The Company may place the Executive on paid leave for up to sixty (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (3060) days after receipt by Executive of while it is determining whether there is a written notice of Employer specifying in reasonable detail basis to terminate the nature of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction ’s employment for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)Cause.

With Cause. Employer may terminate this Agreement with cause for Cause ---------- immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "causeCause" shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading plea of nolo contendere to) a felonyfelony involving acts of dishonesty, financial untrustworthiness or adversely impacting Executive's ability to perform Executive's duties hereunder, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects respect Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause immediately The Company may, upon written notice to Executive. Employer may elect to require effective immediately, terminate the employment of Executive to continue to perform Executive's duties under this Agreement at any time during the Term for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. "Cause." For purposes of this Section 5(a)(ii)Agreement, "causeCause" shall mean the following: (1i) if Executive should become Disabled (hereafter defined) for a finding by period of one hundred twenty (120) days during any twelve (12) month period, whether or not such days are consecutive (as used herein, "Disabled" shall mean the Board that Executive has materially harmed Employerinability of Executive, its businesson account of a mental, assets physical, or employees through an act of dishonestyother condition, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform his normal job functions as determined by at least two of three medical physicians or by agreement of the Company and Executive or his designee (which if the determination is to be made by medical physicians, the Executive or his designee shall not include inability to perform due to disabilityappoint one such physician, the Company shall appoint one, and the two so appointed shall appoint the third medical physician); (ii) if Executive should commit intentional misconduct in any material respects Executive's material duties under this Agreement after written notice specifying connection with the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive performance of any of Executive's material obligations hereunder duties, including, without limitation, (other than those covered by clause 1) misappropriation of funds or property of the Company, or of any affiliate of the Company, (2) securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or of any affiliate of the Company, or (3) abovemaking any misrepresentation to the Company or any affiliate of the Company; or (iii) if Executive deliberately and the failure intentionally continues to fail to substantially perform his duties and responsibilities hereunder (except by reason of Executive Executive's incapacity due to cure such breach within physical or mental illness or injury) for a period of thirty (30) days after receipt the Board has delivered to Executive a written demand for substantial performance hereunder which specifically identifies the basis for the Board's determination that the Executive has not substantially performed his duties and responsibilities hereunder, such period being referred to as the "Grace Period"; provided, however, for the purposes of this Section 7.A(b)(iii), the Company shall not have Cause to terminate Executive unless (1) at a meeting of the Board called and held following the Grace Period in the city in which the Company's principal executive offices are located of which Executive was given not less than ten (10) business days' prior written notice and at which Executive was afforded the opportunity to be represented by counsel, appear and be heard, a majority of the Board shall adopt a written resolution which (A) sets forth the determination of a majority of the Board that Executive has failed to substantially perform his duties and responsibilities hereunder (except by reason of his incapacity due to physical or mental illness or injury) and such failure has continued past the Grace Period, and (B) specifically identifies the bases for that determination, and (2) the Company, at the written direction of a majority of the Board (excluding Executive if Executive is a member of the Board), shall deliver to Executive a notice of termination for Cause to which a copy of the aforesaid Board resolution, certified as being true and correct by the secretary or any assistant secretary of the Company, is attached. For the purposes of this Section 7.A(b)(iii), no act or failure to act on the part of Executive shall be considered "deliberate and intentional" unless it is taken or omitted to be taken by Executive of in bad faith or without a written notice of Employer specifying reasonable belief that Executive's act or omission was in reasonable detail the nature best interest of the breachCompany. If Executive shall be a member of the Board, or (5then Executive shall not participate in any determination of the Board described in this Section 7.A(b) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that the majority of the Board shall be determined from those members of the Board participating in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)determination.

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's his duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's his Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and(B) forfeit his entitlement to any bonus otherwise payable to him in accordance with Section 3(b) hereof for or with respect to the calendar year in which such termination occurs (but, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs occurs) and (BC) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1A) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2B) Executive's conviction of (or pleading nolo contendere to) a felony, (3C) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's his material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4D) the breach by Executive of any of Executive's his material obligations hereunder (other than those covered by clause (3C) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5E) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d), 3(e) and 3(e3(f) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d), 3(e) and 3(e3(f) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1A) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2B) Executive's conviction of (or pleading nolo contendere to) a felony, (3C) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4D) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3C) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5E) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate The employment of the Executive by the Company and this Agreement with cause shall terminate at the election of the Company immediately upon the giving of written notice by the Company to the Executive of his termination with Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of: (i) the commission by the Executive of any crime of dishonesty or breach of trust; or (ii) the indictment or conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, any felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive. Employer may elect , so long as any act or omission of the Executive with respect to require Executive to continue such matter was not taken or omitted in contravention of any applicable policy or directive of the Board), or (iii) a willful breach of his duty of loyalty or commission of any act of fraud, embezzlement or misappropriation against the Company, or (iv) a willful failure to perform Executive's or adhere to explicitly stated duties under that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement), or to comply with the terms and provisions of this Agreement which, in any such case, continues for an additional thirty (30) days following after written notice of termination. In connection with from the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up Board to the effective date Executive, or (v) gross negligence or willful misconduct in the performance of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such terminationExecutive’s duties. For purposes of this Section 5(a)(ii6(c), "cause" shall mean (1) a finding by no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” if the Executive promptly can demonstrate to the satisfaction of the Board that Executive has materially harmed Employer, its business, assets the Executive’s act or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability act was done, or omitted to perform due to disability) be done, by the Executive in any material respects Executive's material duties under this Agreement after written notice specifying the failure good faith and with a reasonable opportunity to cure (it being understood factual belief that if the Executive's ’s act, or failure to perform is not of a type requiring a single action to fully cureact, then Executive may commence was in the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature best interest of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)Company.

With Cause. Employer may terminate this Agreement with cause for Cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's ’s employment pursuant to this Section 5(a)(ii4(a)(ii), Executive shall (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii4(a)(ii), "cause" “Cause” shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's ’s conviction of (or pleading plea of nolo contendere to) a felonyfelony involving acts of dishonesty, financial untrustworthiness or adversely impacting Executive’s ability to perform Executive’s duties hereunder, (3) Executive's ’s failure to perform (which shall not include inability to perform due to disability) in any material respects respect Executive's ’s material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's ’s failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's ’s material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's ’s sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's ’s duties and exercise Executive's ’s responsibilities hereunder in a satisfactory manner).

With Cause. Employer The Company may terminate this Agreement with cause the Executive at any time for Cause effective immediately upon delivery of written notice to the Executive. Employer may elect to require ; provided, however, that if such termination is based upon any event set forth in clause (iii) below, the Executive to continue to perform Executive's duties under this Agreement for an additional shall be given not less than thirty (30) days following prior written notice by the Company of terminationits intention to terminate him for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, and the Executive shall have thirty (30) days after the date that such written notice has been given to the Executive in which to address the Company regarding any such alleged act or failure to act. In connection with If the Company makes a determination that Cause exists, the termination shall be effective on the later of Executive's employment pursuant to this Section 5(a)(ii), Executive shall the date immediately following the expiration of the thirty (A30) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to day notice period or the effective date of such terminationdetermination. As used herein, and, to the extent not previously paid, term “Cause” shall mean: (i) the Executive shall be entitled to willfully breaches any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes material term of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets Agreement or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) Company policy and the failure of Executive fails to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying the alleged breach is provided to the Executive; (ii) the Executive is found, after a final determination upon the exhaustion of any and all appeals, disqualified or not suitable to hold a casino or other gaming license by a governmental gaming authority in reasonable detail the nature jurisdiction where the Executive is required to be found qualified, suitable or licensed; (iii) the Executive willfully engages in malfeasance, fraud, or gross misconduct in connection with the business of any of the breach, or Revel Entities; or (5iv) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case Executive is convicted of a sanction, such sanction materially impedes felony or impairs the ability of Executive pleads guilty or nolo contendere to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)felony or a misdemeanor involving moral turpitude.

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's his duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's his Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and(B) forfeit his entitlement to any bonus otherwise payable to him in accordance with Section 3(b) hereof for or with respect to the calendar year in which the termination occurs (but, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs occurs) and (BC) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e3(d) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1A) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2B) Executive's conviction of (or pleading nolo contendere to) a felony, (3C) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's his material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4D) the breach by Executive of any of Executive's his material obligations hereunder (other than those covered by clause (3C) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5E) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such terminationhereof, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof hereof, up to the effective date of such termination, and (B) be paid any Performance Bonus Distribution to which Executive becomes entitled as a result of the occurrence of any of the events specified in Section 3(b)(i)(A) through (E) hereof prior to the date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1A) a finding by the Chief Executive Officer of Employer or the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2B) Executive's conviction of (or pleading nolo contendere to) a felony, (3C) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion)Agreement, (4D) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3C) above) and the failure of Executive to cure such breach within thirty ten (3010) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach (provided, however, if, based on the nature of the breach, such breach cannot reasonably and with diligence be cured within such ten (10) day period, Executive shall have an additional period, not to exceed thirty (30) days, to cure such breach if (1) Executive has commenced curing such breach within the initial ten (10) day period and continuously and diligently pursues such cure and (2) in the reasonable judgment of Employer, the granting to Executive of an additional period to cure such breach will not have an adverse effect on the business or operations of Employer or any of Employer's facilities or developments), (5E) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner), or (F) Executive's willful breach of any material written policies or procedures of Employer.

With Cause. Employer may terminate this Agreement with cause for Cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's ’s employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" “Cause” shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's ’s conviction of (or pleading plea of nolo contendere to) a felonyfelony involving acts of dishonesty, financial untrustworthiness or adversely impacting Executive’s ability to perform Executive’s duties hereunder, (3) Executive's ’s failure to perform (which shall not include inability to perform due to disability) in any material respects respect Executive's ’s material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's ’s failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's ’s material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's ’s sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's ’s duties and exercise Executive's ’s responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause for Cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's ’s employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses Bonus Compensation payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" “Cause” shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's ’s conviction of (or pleading plea of nolo contendere to) a felony, (3) Executive's ’s failure to perform (which shall not include inability to perform due to disability) in any material respects respect Executive's ’s material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's ’s failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's ’s material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's ’s sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's ’s duties and exercise Executive's ’s responsibilities hereunder in a satisfactory manner).

With Cause. Employer This agreement may terminate be terminated for just cause by the Trustees at any time without notice. "Just cause" shall be: (i) the failure or refusal by the Educator to carry out the policies of the School as adopted by the Board of Trustees or the responsibilities assigned in Section 2 of this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional contract having been given thirty (30) days following written notice by the board of terminationsuch failure or refusal and having failed to carry out those policies or perform those responsibilities within that time period; (ii) moral turpitude on the part of the Educator. In connection with (iii) commission by the Educator of a felony, fraud, embezzlement, or act of deceit, dishonesty or significant deception; willful violation of a law or regulation that subjects the school to liability for such violation; behavior that significantly impairs the reputation of the school; gross negligence or willful misconduct in fulfilling her duties. Prior to the termination of Executive's employment pursuant to this Section 5(a)(ii)agreement for just cause, Executive the Educator shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to given a statement setting forth the effective date of such termination, and, to cause for termination and the extent not previously paid, Executive Educator shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to a hearing before the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date Board of Trustees concerning such termination. For purposes After such hearing the Trustees shall inform the Educator of this Section 5(a)(ii), "cause" their decision in writing regarding his termination. The Educator shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act have 30 calendar days following his receipt of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature such adverse finding to seek review of the breachTrustees decision through Alternative Dispute Resolution proceedings (ADR). Failure to seek review within the time provided shall be deemed a waiver by the Educator of any rights to contest the decision of the Trustees, which shall thereupon become final and the Educator shall have no further claim or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, recourse. Pending any federal or state securities law, rule or regulation (provided that in the case review of a sanctiondecision by the Trustees to terminate this agreement for cause, such sanction materially impedes or impairs the ability Trustees may suspend the Educator from all duties as head of Executive school, but with no change in compensation, reimbursements and benefits. Once the decision to perform Executive's duties terminate this agreement becomes final, all compensation and exercise Executive's responsibilities hereunder in a satisfactory manner)benefits provided for herein shall terminate immediately.

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer The BOARD may elect to require Executive to continue to perform Executiveterminate the SUPERINTENDENT's duties under this Agreement for an additional employment upon thirty (30) days following written notice to the SUPERINTENDENT, with the exception of the notice period provided in Section E.2.g., for cause defined as serious misconduct, "Serious misconduct" is defined as: a. SUPERINTENDENT's conviction for, indictment regarding (or procedural equivalent), or the entering of a guilty plea (or plea of nolo contendere) to, any crime with respect to which imprisonment is a possible punishment (whether or not actually imposed), which involves moral turpitude or which might, in the opinion of the BOARD cause embarrassment to the DISTRICT; b. SUPERINTENDENT engages in acts which are defined as moral turpitude under state or federal law and cause embarrassment to the DISTRICT. c. Actions by the SUPERINTENDENT during the term of this Employment Contract involving willful malfeasance or gross negligence in the performance of SUPERINTENDENT's duties hereunder which could be materially and demonstrably injurious to the DISTRICT; d. SUPERINTENDENT's commission of an act of fraud, embezzlement, theft or material dishonesty against the DISTRICT; e. SUPERINTENDENT's material breach of any material term of this Employment Contract or his willful failure or refusal to perform any material obligation or duty as required by this Employment Contract that has not been cured within 30 days after written notice of such noncompliance has been given to the SUPERINTENDENT by the President of the BOARD. f. SUPERINTENDENT’s persistent violation of or refusal to obey the school laws of the state or reasonable regulations prescribed for the government of the public schools by the State Board of Education or by the BOARD, or any other cause listed in the California Education Code. g. SUPERINTENDENT fails to meet required performance levels as described in Section D.3. In such instances, the BOARD shall be responsible for specifically identifying the material deficiencies as part of the formal evaluation process and advising the SUPERINTENDENT with specificity of what he would need to do to remediate said material deficiencies as described in Section D.3. If the majority of the BOARD determines that the performance of the SUPERINTENDENT continues to be materially unsatisfactory, the BOARD may terminate the SUPERINTENDENT under this clause, provided the BOARD provides SUPERINTENDENT with written notice of the termination at least 90 days prior to the effective day of termination. In connection with Dismissal for cause shall be effective upon action taken by the termination of Executive's employment pursuant BOARD and all salary and benefits provided for in this Employment Agreement shall cease upon said action by the BOARD. Salary and benefits earned or accrued prior to this Section 5(a)(ii), Executive said action shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date SUPERINTENDENT within 30 days of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)said action.

With Cause. Employer may terminate this Agreement with cause for Cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's ’s employment pursuant to this Section 5(a)(ii4(a)(ii), Executive shall (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses Bonus Compensation payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii4(a)(ii), "cause" “Cause” shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's ’s conviction of (or pleading plea of nolo contendere to) a felony, (3) Executive's ’s failure to perform (which shall not include inability to perform due to disability) in any material respects respect Executive's ’s material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's ’s failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's ’s material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's ’s sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's ’s duties and exercise Executive's ’s responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause for Cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's ’s employment pursuant to this Section 5(a)(ii4(a)(ii), Executive shall (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii4(a)(ii), "cause" “Cause” shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's ’s conviction of (or pleading plea of nolo contendere to) a felonyfelony involving acts of dishonesty, financial untrustworthiness or adversely impacting Executive’s ability to perform Executive’s duties hereunder, (3) Executive's ’s failure to perform (which shall not include inability to perform due to disability) in any material respects respect Executive's ’s material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's ’s failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's ’s material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's ’s sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's ’s duties and exercise Executive's ’s responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to ExecutiveEmployee. Employer may elect to require Executive Employee to continue to perform ExecutiveEmployee's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of ExecutiveEmployee's employment pursuant to this Section 5(a)(ii), Executive Employee shall (A) be paid ExecutiveEmployee's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, (B) to the extent not previously paid, Executive Employee shall be entitled to any bonuses payable to Executive Employee in accordance with Section 3(b) hereof and for or with respect to any calendar fiscal years prior to the calendar fiscal year in which such termination occurs and occurs, (BC) be entitled to the benefits set forth in Sections Section 3(c), 3(d) and 3(e) hereof up to the effective date of such terminationtermination and, as appropriate, shall be paid amounts accrued and owing pursuant to Sections 3(d) and 3 (e) hereof. For purposes of this Section 5(a)(ii)5 (a) (ii) , "cause" shall mean (1) a finding by the Board that Executive Employee has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) ExecutiveEmployee's conviction of (or pleading nolo contendere to) a felony, (3) ExecutiveEmployee's failure to perform (which shall not include inability to perform due to disability) in any material respects ExecutiveEmployee's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if ExecutiveEmployee's failure to perform is not of a type requiring a single action to fully cure, then Executive Employee may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive Employee of any of ExecutiveEmployee's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive Employee to cure such breach within thirty (30) days after receipt by Executive Employee of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) ExecutiveEmployee's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or or. impairs the ability of Executive Employee to perform ExecutiveEmployee's duties and exercise ExecutiveEmployee's responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such terminationhereof, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof hereof, up to the effective date of such termination, (B) be paid any Performance Bonuses which are earned by Executive pursuant to Section 3(b)(i) hereof as a result of the closing of a property acquisition occurring prior to or within forty-five days after the date of such termination, and (C) be paid any unpaid Additional Bonus which Executive earned as of the date of such termination under Section 3(b)(i) hereof. For purposes of this Section 5(a)(ii), "cause" shall mean (1A) a finding by the Chief Executive Officer of Employer or the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2B) Executive's conviction of (or pleading nolo contendere to) a felony, (3C) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion)Agreement, (4D) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3C) above) and the failure of Executive to cure such breach within thirty ten (3010) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach (provided, however, if, based on the nature of the breach, such breach cannot reasonably and with diligence be cured within such ten (10) day period, Executive shall have an additional period, not to exceed thirty (30) days, to cure such breach if (1) Executive has commenced curing such breach within the initial ten (10) day period and continuously and diligently pursues such cure and (2) in the reasonable judgment of Employer, the granting to Executive of an additional period to cure such breach will not have an adverse effect on the business or operations of Employer or on any of Employer's facilities or acquisition opportunities), (5E) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner), or (F) Executive's willful breach of any material policies or procedures of Employer.

With Cause. Employer may terminate At the election of the Company and subject to the provisions of this Agreement with cause Section 7(c), Executive shall be terminated immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, "Cause" for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive. Employer may elect , so long as any act or omission of the Executive with respect to require Executive such matter was not taken or omitted in contravention of any applicable policy or directive of the Board), (ii) a willful breach of his duty of loyalty which is materially detrimental to continue the Company, (iii) a willful failure to perform Executiveor adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company's duties under reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement Agreement), which, in any such case, continues for an additional thirty (30) days following after written notice from the Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such terminationduties. For purposes of this Section 5(a)(ii7(c), no act, or failure to act, on the Executive's part will be deemed "causegross negligence" shall mean (1) a finding or willful misconduct" unless done, or omitted to be done, by the Board Executive not in good faith and without a reasonable belief that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) the Executive's conviction act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to subsections (or pleading nolo contendere toii) a felonythrough (iv) hereof, (3) the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these subsections, and if the Executive shall not agree with the Company's assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 12, has determined that the Executive's failure conduct constituted improper conduct under the applicable subsection. In the event the Executive is terminated for Cause, he shall be entitled to perform (which the compensation and other benefits set forth in Section 7(a). In the event the Executive is terminated without Cause, he shall not include inability be entitled to perform due to disabilitythe compensation and other benefits set forth in Section 7(b) in any material respects Executive's material duties under this Agreement after written notice specifying addition to accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the failure Executive through and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not including the Effective Date of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)Termination.

With Cause. Employer may terminate this Agreement with cause immediately “Cause” upon ten (10) days prior written notice to ExecutiveEmployee. Employer may elect In such event, Employee shall be paid (at a time consistent with the payment terms for compensation under this Agreement) his Base Compensation and all other benefits to require Executive to continue to perform Executive's duties which he is entitled under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to through the effective date of such termination, andplus a Proportionate Share of Incentive Compensation for the year in which the termination occurs, to the extent not previously paidassuming, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or without testing, that Employer and Employee achieved Threshold performance; provided, however, that with respect to any calendar years prior restricted shares awarded pursuant to Section 2(b)(ii) for the calendar year in which the termination occurs, the Proportionate Share of such Incentive Compensation shall only include the Proportionate Share of the first installment of such shares awarded with respect to the year during which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such terminationoccurs. For purposes of this Section 5(a)(ii)Section, "cause" termination for “Cause” shall mean (1A) acts or omissions by the Employee with respect to the Employer which constitute intentional misconduct or a finding knowing violation of law; (B) receipt by the Employee, in knowing violation of the law, of more than de minimis money, property or services from the Employer or from another person dealing with Employer in violation of law or this Agreement, provided, however that inadvertent expense account errors shall not constitute a violation of this clause, (C) breach by Employee of the noncompetition provisions of this Agreement, (D) breach by the Employee of his duty of loyalty to the Employer as set forth in the policy statements of Employer, (E) gross negligence by the Employee in the performance of his duties, (F) repeated failure by the Employee to perform services that have been reasonably requested of him by the Board and that Executive has materially harmed Employer, its business, assets or employees through an act are ordinarily within the scope of dishonesty, material conflict of interest, gross misconduct or willful malfeasanceEmployee’s duties, (2G) Executive's material violations of those of Employer’s policies with respect to alcohol or drug use or abuse which could under those policies result in an employee’s termination, or (H) unappealable conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder crime (other than those covered by clause minor traffic violations). Before terminating Employee’s employment for Cause under clauses (3A)-(G) above) and the failure of Executive , Employer will specify in writing to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail Employee the nature of the breachact, omission, refusal or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed failure that it deems to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)constitute Cause.

With Cause. Employer may terminate The employment of the Executive by the Company and this Agreement with cause shall terminate at the election of the Company immediately upon the giving of written notice by the Company to the Executive of his termination with Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of: (i) the indictment or conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, any felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive. Employer may elect , so long as any act or omission of the Executive with respect to require Executive to continue such matter was not taken or omitted in contravention of any applicable policy or directive of the Board), (ii) a willful breach of the Executive’s duty of loyalty or commission of any act of fraud, embezzlement or misappropriation against the Company, (iii) the Executive’s material failure to perform Executive's or adhere to explicitly stated duties under that are consistent with the material terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided that such directives are consistent with the material terms of this Agreement and applicable law), or to comply with the terms and provisions of this Agreement or Executive’s material failure which, in any such case, continues uncorrected for an additional thirty (30) days following after written notice from the Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of terminationthe Executive’s duties that had, has or will have a material adverse effect on the Company’s reputation or business. In connection with any such case, before termination may be effected, the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall have the right (Aaccompanied by counsel if he so elects) to be paid Executive's Base Compensation in accordance with Section 3(a) hereof up present at a meeting of the Board and to present his case to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such terminationBoard. For purposes of this Section 5(a)(ii6(c), "cause" shall mean (1) a finding by no act, or failure to act, on the Executive’s part will be deemed to be “gross negligence” or “willful misconduct” if the Executive can demonstrate to the satisfaction of the Board that Executive has materially harmed Employer, its business, assets the Executive’s act or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability act was done, or omitted to perform due to disability) be done, by the Executive in any material respects Executive's material duties under this Agreement after written notice specifying the failure good faith and with a reasonable opportunity to cure (it being understood factual belief that if the Executive's ’s act, or failure to perform is not of a type requiring a single action to fully cureact, then Executive may commence was in the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature best interest of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)Company.

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such terminationhereof, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof hereof, up to the effective date of such termination, (B) be paid any Performance Bonus Distribution to which Executive becomes entitled under Section 3(b)(i) hereof as a result of the closing of a property acquisition occurring prior to or within forty-five days after the date of such termination, and (C) be paid any unpaid Additional Bonus which Executive earned as of the date of such termination under Section 3(b)(i) hereof. For purposes of this Section 5(a)(ii), "cause" shall mean (1A) a finding by the Chief Executive Officer of Employer or the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2B) Executive's conviction of (or pleading nolo contendere to) a felony, (3C) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion)Agreement, (4D) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3C) above) and the failure of Executive to cure such breach within thirty ten (3010) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach (provided, however, if, based on the nature of the breach, such breach cannot reasonably and with diligence be cured within such ten (10) day period, Executive shall have an additional period, not to exceed thirty (30) days, to cure such breach if (1) Executive has commenced curing such breach within the initial ten (10) day period and continuously and diligently pursues such cure and (2) in the reasonable judgment of Employer, the granting to Executive of an additional period to cure such breach will not have an adverse effect on the business or operations of Employer or on any of Employer's facilities or acquisition opportunities), (5E) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner), or (F) Executive's willful breach of any material policies or procedures of Employer.

With Cause. Employer The Company may terminate this Agreement with cause Executive's employment at any time for Cause effective immediately upon delivery of written notice to Executive. Employer may elect As used herein, the term "Cause" shall mean: (i) Executive shall have been convicted of, or pled guilty or nolo contendere to, a criminal offense involving allegations of fraud, dishonesty or physical harm during the term of this Agreement; (ii) Executive is found (or is reasonably likely to require be found) disqualified or not suitable to hold a casino or other gaming license by a governmental gaming authority in any jurisdiction where Executive is required to continue be found qualified, suitable or licensed; (iii) Executive breaches any significant Company policy (such as the Business Code of Conduct or the Harassment Policy) or term of this Agreement, including, without limitation, Sections 6 through 9 of this Agreement and, in each case, fails to cure such breach within 15 days after receipt of written notice thereof (to the extent curable); (iv) Executive misappropriates corporate funds or resources as determined in good faith by the Audit Committee of the Board; (v) the Company determines in its reasonable discretion that Executive has failed to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder Company (other than those covered by clause (3any such failure resulting from incapacity due to physical disability or mental illness) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction repeated insubordination; (vi) the Company determines in its reasonable discretion that Executive has engaged in illegal conduct or gross misconduct which is or is reasonably expected to be materially impedes injurious to the Company or impairs the ability one of Executive its affiliates; (vii) Executive's death (this Agreement and Executive's employment will terminate automatically upon Executive's death); or (viii) Executive's inability to perform the essential functions of Executive's duties and exercise Executive's responsibilities hereunder in job (with or without reasonable accommodation) by reason of disability, where such inability continues for a satisfactory mannerperiod of ninety (90).

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such terminationhereof, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof hereof, up to the effective date of such termination, and (B) be paid any Performance Bonus Distribution to which Executive becomes entitled as a result of the occurrence of any of the events specified in Section 3(b)(i) through (v) hereof prior to the date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1A) a finding by the Chief Executive Officer of Employer or the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2B) Executive's conviction of (or pleading nolo contendere to) a felony, (3C) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion)Agreement, (4D) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3C) above) and the failure of Executive to cure such breach within thirty ten (3010) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5E) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner), or (F) Executive's willful breach of any material policies or procedures of Employer.

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Chief Executive Officer of PGRT or the Board of Trustees of PGRT (the "Board") that Executive has materially harmed Employer, its business, assets or employees through (a) an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasancemalfeasance or (b) Executive's willful failure to perform (which shall not include inability to perform due to disability), or gross negligence in the performance of, in any material respects, Executive's material duties under this Agreement, (2) Executive's conviction of (or pleading nolo contendere to) a felony, involving acts of dishonesty, financial untrustworthiness or adversely impacting Executive's ability to perform Executive's duties hereunder, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (31)(b) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (54) Executive's governmental sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner)) or (5) Executive's willful breach of any material policies or procedures of Employer.

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to ExecutiveEmployee. Employer may elect to require Executive Employee to continue to perform ExecutiveEmployee's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of ExecutiveEmployee's employment pursuant to this Section 5(a)(ii5(a) (ii), Executive Employee shall (A) be paid ExecutiveEmployee's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, (B) to the extent not previously paid, Executive Employee shall be entitled to any bonuses payable to Executive Employee in accordance with Section 3(b) hereof and for or with respect to any calendar fiscal years prior to the calendar fiscal year in which such termination occurs and occurs, (BC) be entitled to the benefits set forth in Sections Section 3(c), 3(d) and 3(e) hereof up to the effective date of such terminationtermination and, as appropriate, shall be paid amounts accrued and owing pursuant to Sections 3(d) and 3(e) hereof. For purposes of this Section 5(a)(ii5(a) (ii), "cause" shall mean (1) a finding by the Board that Executive Employee has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) ExecutiveEmployee's conviction of (or pleading nolo contendere to) a felony, (3) ExecutiveEmployee's failure to perform (which shall not include inability to perform due to disability) in any material respects Executiveemployee's material duties under this Agreement agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if ExecutiveEmployee's failure to perform is not of a type requiring a single action to fully cure, then Executive Employee may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive Employee of any of ExecutiveEmployee's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive Employee to cure such breach within thirty (30) days after receipt by Executive Employee of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) ExecutiveEmployee's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive Employee to perform ExecutiveEmployee's duties and exercise ExecutiveEmployee's responsibilities hereunder in a satisfactory manner).

With Cause. Employer The Company may terminate the Executive's employment at any time with Cause and without advance notice to the Executive. "Cause" means (i) the Executive's gross negligence or willful misconduct in the performance of the Executive's duties to the Company that has or could reasonably be expected to have an adverse effect on the Company; (ii) the Executive's willful failure to perform the Executive's duties to the Company (other than as a result of death or a physical or mental incapacity); (iii) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iv) the Executive's performance of any material act of theft, fraud, malfeasance or dishonesty in connection with the performance of the Executive's duties to the Company; or (v) a material breach of this Agreement or any other written agreement with cause immediately upon the Company, or a violation of the Company's code of conduct or other written policy. No determination of Cause may be made until the Executive has been given written notice detailing the specific Cause event and a period of 30 days following receipt of such notice to cure such event (or, if such event is not so cured, an opportunity on at least five days advance written notice to Executiveappear (with legal counsel) before the full Board, if applicable, to discuss the specific circumstances alleged to constitute a Cause event. Employer may elect Notwithstanding anything to require Executive to continue to perform the contrary contained herein, the Executive's duties under this Agreement for an additional thirty (30) days following notice of terminationright to cure and appear before the full Board with legal counsel as set forth in the preceding sentence shall not apply if there are habitual or repeated breaches by the Executive or if the breach is not curable. In connection with If the termination of Executive's employment pursuant to is terminated under this Section 5(a)(ii)provision, Executive then the Company shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up pay or provide the Accrued Amounts and the Company shall have no other obligation to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's conviction of (or pleading nolo contendere to) a felony, (3) Executive's failure to perform (which shall not include inability to perform due to disability) in any material respects Executive's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive of any of Executive's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's duties and exercise Executive's responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to ExecutiveEmployee. Employer may elect to require Executive Employee to continue to perform ExecutiveEmployee's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of ExecutiveEmployee's employment pursuant to this Section 5(a)(ii)5 (a) (ii) , Executive Employee shall (A) be paid ExecutiveEmployee's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, (B) to the extent not previously paid, Executive Employee shall be entitled to any bonuses payable to Executive Employee in accordance with Section 3(b) hereof and for or with respect to any calendar fiscal years prior to the calendar fiscal year in which such termination occurs and occurs, (BC) be entitled to the benefits set forth in Sections Section 3(c), 3(d) and 3(e) hereof up to the effective date of such terminationtermination and, as appropriate, shall be paid amounts accrued and owing pursuant to Sections 3(d) and 3 (e) hereof. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Board that Executive Employee has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) ExecutiveEmployee's conviction of (or pleading nolo contendere to) a felony, (3) ExecutiveEmployee's failure to perform (which shall not include inability to perform due to disability) in any material respects ExecutiveEmployee's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if ExecutiveEmployee's failure to perform is not of a type requiring a single action to fully cure, then Executive Employee may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive Employee of any of ExecutiveEmployee's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive Employee to cure such breach within thirty (30) days after receipt by Executive Employee of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) ExecutiveEmployee's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive Employee to perform ExecutiveEmployee's duties and exercise ExecutiveEmployee's responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause immediately upon written notice to ExecutiveEmployee. Employer may elect to require Executive Employee to continue to perform ExecutiveEmployee's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of ExecutiveEmployee's employment pursuant to this Section 5(a)(ii), Executive Employee shall (A) be paid ExecutiveEmployee's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, (B) to the extent not previously paid, Executive Employee shall be entitled to any bonuses payable to Executive Employee in accordance with Section 3(b) hereof and for or with respect to any calendar fiscal years prior to the calendar fiscal year in which such termination occurs and occurs, (BC) be entitled to the benefits set forth in Sections Section 3(c), 3(d) and 3(e) hereof up to the effective date of such terminationtermination and, as appropriate, shall be paid amounts accrued and owing pursuant to Sections 3(d) and 3(e) hereof. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Board that Executive Employee has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) ExecutiveEmployee's conviction of (or pleading nolo contendere to) a felony, (3) ExecutiveEmployee's failure to perform (which shall not include inability to perform due to disability) in any material respects ExecutiveEmployee's material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if ExecutiveEmployee's failure to perform is not of a type requiring a single action to fully cure, then Executive Employee may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by Executive Employee of any of ExecutiveEmployee's material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive Employee to cure such breach within thirty (30) days after receipt by Executive Employee of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) ExecutiveEmployee's sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive Employee to perform ExecutiveEmployee's duties and exercise ExecutiveEmployee's responsibilities hereunder in a satisfactory manner).

With Cause. Employer may terminate this Agreement with cause for Cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination, and Executive shall be entitled to the benefits of this Agreement (including compensation) during such thirty (30) day period; provided, however, that unless per-approved by Employer, Executive shall not incur any material business expenses during such period other than customary recurring expenses such as monthly cell phone and blackberry charges. In connection with the termination of Executive's ’s employment pursuant to this Section 5(a)(ii), Executive shall (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii)Agreement, "cause" “Cause” shall mean (1) a finding by the CEO or Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance, (2) Executive's ’s conviction of (or pleading plea of nolo contendere to) a felony, (3) Executive's ’s failure to perform (which shall not include inability to perform due to disability) in any material respects respect Executive's ’s material duties under this Agreement after written notice specifying the failure and a reasonable an opportunity to cure within thirty (30) days receipt of such written notice (it being understood that (i) if Executive's ’s failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completioncompletion and (ii) that failure of Employer to terminate this Agreement upon the expiration of the thirty (30) day period provided for Executive to cure shall in no way constitute a waiver of Employer’s right to terminate Executive for cause pursuant to this subparagraph if, in Employer’s reasonable judgment, Executive has failed to cure such failure to perform), (4) the breach by Executive of any of Executive's ’s material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer specifying in reasonable detail the nature of the breach, or (5) Executive's ’s sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive's ’s duties and exercise Executive's ’s responsibilities hereunder in a satisfactory manner).