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 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 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 Prior to the expiration of the employment term, Employee's employment may terminate this Agreement with cause be terminated for Cause by the Board, immediately upon written delivery of 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 terminationthereof. For purposes of this Section 5(a)(ii)Agreement, "causeCause" shall mean Employee's termination only upon: (1A) a finding by material incompetence in the Board that Executive has performance of his duties or obligations hereunder, including, without limitation; those duties and obligations specified in Section 1(a) hereof; (B) Employee's engaging in any act which is materially harmed Employer, its business, assets or employees through an act of injurious to the REIT; (C) personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit; (C) intentional and 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 stated duties; (E) willful violation of any law which shall not include inability materially adversely affects his ability to perform due to disabilitydischarge his duties or has an adverse effect on the REIT's interests; or (F) Employee's breaching in any material respects Executive's material duties under respect the terms of this Agreement after written notice specifying or any confidentiality or proprietary information agreement between Employee and FWM, the failure Operating Partnership or the REIT; provided, however that "Cause" shall not exist unless and a reasonable opportunity to cure until the REIT provides Employee with (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), (4Y) 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) at least 15 days after receipt by Executive of a prior written notice of Employer specifying in reasonable detail its intention to terminate his employment for Cause, together with a certified copy of the resolution of the Board reasonably approving the termination of Employee's employment for Cause by the affirmative vote of not less than a majority of the Board and a written statement describing the nature of the breachCause, and (Z) a reasonable opportunity and a reasonable period of time to cure any curable acts or (5) Executiveomissions on which the finding of Cause is based. If the Employee cures the acts or omissions on which the finding of Cause is based, the REIT shall not have Cause to terminate Employee'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)employment hereunder.

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 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 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).

With Cause. Employer may The employment of the Executive by the Company shall terminate this Agreement with cause at the election of the Company immediately upon the giving of written notice by the Company to the Executive of his termination with Cause, subject to the terms of this Section 5(b). For purposes of this Agreement, the term “Cause” means that the Executive. Employer may elect : (1) has been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to require Executive the negligent operation of an automobile), (2) has intentionally failed to continue substantially perform (other than by reason of illness or temporary disability) his reasonably assigned material duties hereunder, including but not limited to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection consistent with the termination Executive’s position as are assigned by the Senior Officer after the date of Executive's employment pursuant to this Section 5(a)(ii)Agreement, Executive shall (A3) be paid Executive's Base Compensation has engaged in accordance with Section 3(awillful misconduct or gross negligence in the performance of his duties, (4) hereof up has engaged in conduct that materially violated the Company’s then existing written internal policies or procedures that apply to the effective date Executive and were provided to him prior to the violation and which is detrimental to the business or reputation of the Company, or (5) has materially breached any non-competition or non-disclosure agreement in effect between the Executive and the Company, including such terminationagreements in this Agreement; provided, however, that in the case of clause (4) and, to the extent curable, clause (5) above, “Cause” shall not previously paid, exist unless the Executive shall be entitled fails to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior remedy to the calendar year in which reasonable satisfaction of the Company Board such termination occurs and (B) be entitled to the benefits set forth in Sections 3(c)act, 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this Section 5(a)(ii)omission or condition, "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 the Executive of a receives from the Senior Officer written notice of Employer specifying that sets forth in reasonable detail the nature basis for the Senior Officer’s belief that “Cause” exists; and in the event of termination pursuant to this Section 5(b), notwithstanding anything in this Agreement to the contrary, except as set forth in Section 6(c), no payments under Section 3(b) through (e) shall be payable to Executive. For purposes of this Section 5(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” if the Executive’s act or failure to act was done, or omitted to be done, by the Executive in good faith and with a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the 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 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 This Agreement may terminate be terminated by either party by written notice, at any time without advance notice, to the other, for "Cause", which, for the purposes of this Agreement Agreement, shall be defined as (i) with cause immediately upon respect to termination by Executive, a material breach hereof by Employer, including without limitation, assignment of duties inconsistent with the position described in Paragraph 1, which breach is not cured within ten (10) days of written notice to Employer of said breach; or (ii) with respect to a termination by Employer, a material breach of this Agreement by Executive. Employer may elect , which breach is not cured within ten (10) days of written notice to require Executive to continue to perform of said breach, or Executive's conviction by a court of competent jurisdiction of a felony or any crime involving moral turpitude, or Executive's willful misconduct or breach of a fiduciary duty in the performance of his duties under hereunder, which crime, misconduct or breach is materially and demonstrably injurious to Employer. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of Employer. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for Employer shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Employer. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive is guilty of the conduct described in subparagraph above, and specifying the particulars thereof in detail. If Employer terminates this Agreement for an additional thirty (30) days following notice of termination. In connection with the termination of Executive's employment pursuant to Cause, or if Executive terminates 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 paidAgreement without Cause, Executive shall be entitled to any bonuses payable receive his Accrued Obligations and Other Benefits (as such terms are defined in Paragraph 6(c) of this Agreement), but shall not be entitled to additional payments or benefits under this Agreement, except as specifically provided. If Executive in accordance with Section 3(b) hereof terminates this Agreement for or with respect to any calendar years prior to the calendar year in which such termination occurs and (B) Cause, he shall be entitled to the benefits set forth in Sections 3(csame compensation which he would have received under Paragraph 6(b), 3(d) and 3(e) hereof up to below, if Employer had terminated Executive on the effective same 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)without Cause.

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 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 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 The employment of the Executive by the Company shall terminate this Agreement with cause at the election of the Company immediately upon the giving of written notice by the Company to the Executive of his termination with Cause, subject to the terms of this Section 5(b). For purposes of this Agreement, the term “Cause” means that the Executive. Employer may elect : (1) has been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to require Executive to continue to perform Executive's duties under this Agreement for the negligent operation of an additional thirty (30automobile) days following notice of termination. In connection or a misdemeanor involving moral turpitude or fraud, whether or not connected with the termination business of the Company, (2) has committed fraud, embezzlement or willful misappropriation of funds or property of the Company, (3) has failed to substantially perform (other than by reason of illness or temporary disability) his reasonably assigned material duties hereunder, including but not limited to duties consistent with the Executive's employment pursuant ’s position as are assigned by the Board after the date of this Agreement, (4) has engaged in willful misconduct or gross negligence in the performance of his duties, (5) has engaged in conduct that violated the Company’s then existing written internal policies or procedures that apply to the Executive and were provided to him prior to the violation and which is or could reasonably be expected to be detrimental to the business or reputation of the Company, or (6) has breached any material term or provision of this Section 5(a)(iiAgreement, including, but not limited to, Sections 7 or 8 of this Agreement, or any non-competition in effect between the Executive and the Company, provided, however, that in the case of clauses (3), Executive shall (A4), (5) 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 curable, clause (6) above “Cause” shall not previously paid, exist unless the Executive shall be entitled fails to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior remedy 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 reasonable satisfaction 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 Employersuch act, its businessomission or condition, 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 the Executive of a receives from the Board written notice of Employer specifying that sets forth in reasonable detail the nature of basis for the breach, or (5) Executive's sanction (including restrictions, prohibitions Board’s belief that “Cause” exists; 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 event of a sanctiontermination pursuant to this Section 5(b), such sanction materially impedes or impairs notwithstanding anything in this Agreement to the ability of Executive contrary, except as set forth in Section 6(c), no payments under Section 3(b) through (e) shall be payable 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) 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 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 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 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 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 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 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)(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 The employment of the Executive by the Company shall terminate this Agreement with cause at the election of the Company immediately upon the giving of written notice by the Company to the Executive of his termination with Cause, subject to the terms of this Section 5(b). For purposes of this Agreement, the term “Cause” means that the Executive. Employer may elect : (1) has been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to require Executive the negligent operation of an automobile), (2) has intentionally failed to continue substantially perform (other than by reason of illness or temporary disability) his reasonably assigned material duties hereunder, including but not limited to perform Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In connection consistent with the termination Executive’s position as are assigned by the Board after the date of Executive's employment pursuant to this Section 5(a)(ii)Agreement, Executive shall (A3) be paid Executive's Base Compensation has engaged in accordance with Section 3(awillful misconduct or gross negligence in the performance of his duties, (4) hereof up has engaged in conduct that materially violated the Company’s then existing written internal policies or procedures that apply to the effective date Executive and were provided to him prior to the violation and which is detrimental to the business or reputation of such terminationthe Company, or (5) has materially breached the RCA or any non-competition in effect between the Executive and the Company, provided, however, that in the case of clause (4) and, to the extent curable, clause (5) above “Cause” shall not previously paid, exist unless the Executive shall be entitled fails to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior remedy 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 reasonable satisfaction 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 Employersuch act, its businessomission or condition, 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 the Executive of a receives from the Board written notice of Employer specifying that sets forth in reasonable detail the nature basis for the Board’s belief that “Cause” exists; and in the event of termination pursuant to this Section 5(b), notwithstanding anything in this Agreement to the contrary, except as set forth in Section 6(c), no payments under Section 3(b) through (e) shall be payable to Executive. For purposes of this Section 5(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” if the Executive’s act or failure to act was done, or omitted to be done, by the Executive in good faith and with a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the 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 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 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 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.