Common use of Termination for Cause Clause in Contracts

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate this Agreement “Termination for Cause. For purposes ” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, “Cause” means: (a) the willful Executive shall not be deemed to have been Terminated for Cause unless and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is until there shall have been delivered to the Executive by the Board a Notice of Directors Termination which specifically identifies the manner in which the Board shall include a copy of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by less than a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board at a meeting of Directors in person within the following thirty Board called and held for that purpose (30) days, at which meeting the after reasonable notice to Executive will have and an opportunity for Executive, together with counsel, to be heardheard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Failing Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such determination stock options and opportunity related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company Employer may terminate this Agreement Employee’s employment at any time “for Causecause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For purposes cause” shall be defined as conviction of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure felony resulting from incapacity due to physical or mental illness), after in a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes material adverse economic effect on Employer; provided that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive determination of such material adverse economic effect shall in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each any case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given made pursuant to a resolution duly adopted by the Board a vote of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests no less than two-thirds (2/3’s) of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the entire Board of Directors of the Company Bank at a meeting duly held and delivered to the Executive. Thereaftercalled for such purpose; and provided further, the Executive will that Employee shall be given reasonable notice of such meeting and shall have the right for a period of thirty (30) days to request a Board of Directors meeting opportunity, together with counsel, to be held at a mutually agreeable time and location to be attended by the members of heard before the Board of Directors in person within at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the following thirty (30) daysnotice by Employee, at and the date on which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred without Causeprior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.

Termination for Cause. The Company SCS may immediately terminate this Agreement for Cause. For purposes cause if it determines that any of this Agreement, “Cause” meansthe following circumstances have occurred: (a) The Contractor is adjudged bankrupt or has made a general assignment for the willful and continued failure benefit of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesits creditors; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct All or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the ExecutiveServices have been abandoned; (c) Contractor has violated of any of the provisions of this Agreement. Any such occurrence may constitute a breach permitting SCS to declare this Agreement in default and to exercise any and all applicable rights and remedies, including but not limited to, termination of the Agreement, suspension and debarment from future contracting opportunities, and withholding and/or forfeiture of compensation due and owing on any contract between the parties. General Indemnity. It is expressly agreed that SCS will not be considered “willful” unless it is doneassume liability for any injury (including death) to any persons or damage to any property arising out of the acts or omissions of the above named Contractor. Further, to the extent permitted by law, Contractor will defend, indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against the SCS, its board members, officers, employees or omitted to be done, agents arising out of alleged acts or omissions by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was Contractor in the best interests course of the Company. Any act, or failure performing Services to act, based on authority given SCS pursuant to a resolution duly adopted this Agreement. The foregoing provisions shall include, but not be limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the Board defense of Directors any actual or based on the advice threatened action, proceeding or claim. Patent Indemnification. Contractor warrants that any goods or Services furnished hereunder do not infringe or violate any United State or Canadian patent, trademark, copyright, trade secret or other proprietary right of counsel any third party; that it shall defend all suits that may arise with respect thereto; and that it shall indemnify, defend, save and hold harmless SCS, its officials, employees, agents from and against all liability, suits, claims, costs or expenses, including without limitation attorney and expert witness fees, for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests reason of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments actual or benefits to the Executive after the effective date alleged claim of such terminationinfringement. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying indemnification shall survive the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any expiration or termination of this Agreement will be deemed to have occurred without CauseAgreement.

Termination for Cause. The Company (a) NRE may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure effective upon 60 days’ prior written notice of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting termination from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRE or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the manner part of Asset Manager in which the performance of its duties under this Agreement and, in each case, if it has a Material Adverse Effect on NRE and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days of Asset Manager’s receipt of the written notice (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors believes determines that qualification for taxation as a REIT under the Executive has not substantially performed U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Executive’s duties; or (b) the willful engaging by the Executive Internal Revenue Service, in illegal conduct, gross misconduct or a clearly established violation closing agreement made under section 7121 of the Company’s written policies and proceduresCode, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination provision of this Agreement caused or will be deemed cause NRE to have occurred without Causefail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRE to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRE.

Termination for Cause. The Company Corporation may at any time upon written notice to Executive terminate this Agreement Executive’s employment for Cause. For purposes of this Agreement, the following shall constitute “Cause” means”: (ai) the willful and continued repeated failure of the Executive to perform substantially any material duties hereunder or gross negligence of Executive in the performance of such duties, and if such failure or gross negligence is susceptible of cure by Executive, the failure to effect such cure within 20 days after written notice of such failure or gross negligence is given to Executive; (ii) excessive use of alcohol or illegal drugs interfering with the performance of Executive’s duties with hereunder; (iii) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or the Company or one violation of the Company Entities (other than a failure resulting from incapacity due any law relating to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesemployment; (iv) the conviction of Executive of a felony; or (bv) the willful engaging breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the Executive in illegal conduct, gross misconduct or a clearly established violation failure to effect such cure within 30 days after written notice of the Company’s written policies and procedures, in each case which such breach is materially and demonstrably injurious given to the CompanyExecutive. For purposes of this provisionAgreement, an act or failure to act, on the part of the Executive, will not action shall be considered “willful” unless if it is donedone intentionally, purposely or omitted knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. In any such event, Executive shall be entitled to be done, by receive his base salary to and including the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests date of the Companytermination. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Should Executive in good faith dispute his termination for cause, he shall give prompt written notice thereof to the Corporation, in which event such dispute shall be submitted to and determined by arbitration in Washington, DC, before an arbitrator appointed pursuant to the rules of the American Arbitration Association (the “Arbitrator”). Such arbitration shall be conducted in accordance with the rules then obtaining of the American Arbitration Association. Any award or decision of the Arbitrator shall be conclusive in the best interests absence of the Companyfraud and judgment thereon may be entered in any court having jurisdiction thereof. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date The costs of such terminationarbitration shall be borne by the party against whom any award or decision is rendered. This Agreement will Executive shall not be deemed entitled to have terminated receive any compensation for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered periods subsequent to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days his dismissal pursuant to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseParagraph 14.

Termination for Cause. The Company may terminate this Agreement Executive shall not have the right to receive termination benefits pursuant to Section 5 hereof upon termination for Cause. For purposes of this AgreementAs used herein, “Cause” meansCause shall mean termination because of Executive’s: (a1) the willful and continued failure material act of the Executive to perform substantially the dishonesty in performing Executive’s duties with the Company or one on behalf of the Company Entities and the Bank or a material breach of the Bank’s Code of Conduct or Sexual and Other Non-Harassment Policy; (2) willful misconduct that in the judgment of the Board or the Bank Chief Executive Officer will likely cause economic damage to the Company and the Bank or injury to the business reputation of the Company and the Bank; (3) incompetence, (4) breach of fiduciary duty involving personal profit; (5) intentional failure to perform stated duties after written notice thereof from the Board; or (6) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Company and the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a failure resulting from incapacity due final cease-and-desist order. Notwithstanding the foregoing, prior to physical or mental illness)a Change in Control, after a written demand Executive’s termination for substantial performance is Cause will not become effective unless the Chief Executive Officer of the Bank has delivered to the Executive by the Board a copy of Directors which specifically identifies the manner in which the Board a Notice of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and proceduresTermination, in each case which is materially and demonstrably injurious to the Companyaccordance with Section 6 hereof. For purposes of this provisionFollowing a Change in Control, an act or failure to act, on the part of the Executive, will Executive shall not be considered “willful” deemed to have been Terminated for Cause unless it is done, or omitted and until there shall have been delivered to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests him a Notice of the Company. Any act, or failure to act, based on authority given pursuant to Termination which shall include a copy of a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by less than a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board at a meeting of Directors in person within the following thirty Board called and held for that purpose (30) days, at which meeting the after reasonable notice to Executive will have and an opportunity for him, together with counsel, to be heard. Failing such determination heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causespecifying the particulars thereof in detail.

Termination for Cause. The Company Executive’s employment hereunder may terminate this Agreement be terminated for Causecause as hereinafter defined. For purposes of this Agreement, “Cause” meansshall mean: (ai) the Executive’s death; (ii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iii) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer; or (iv) the willful and continued or negligent failure of the Executive to perform substantially the his duties hereunder in any material respect. Executive’s duties with the Company or one employment under this Agreement may be terminated immediately for any cause except under (iv) above. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Company Entities Employer’s intention to terminate his employment under (other than iv) above, specifying the grounds for such termination, a failure resulting from incapacity due reasonable opportunity to physical cure any conduct or mental illness)act, after if curable, alleged as grounds for such termination, and a written demand for substantial performance is delivered reasonable opportunity to present to the Executive by Board his position regarding any dispute relating to the Board existence of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the such cause. Upon Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated termination for Cause, the Company will not Employer shall have any obligation no obligations to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is madeother than payment, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, of (A) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, (B) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, (C) all accrued and unused sick days, and (D) reimbursement for previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies and practices concerning reimbursement of expenses. In addition, Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and Executive and as amended from time to time and such retirement plans under which Executive participated at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination time of this Agreement will be deemed to have occurred without Causehis termination.

Termination for Cause. The Company may terminate this Agreement the Executive's employment hereunder for Cause. For purposes of this Agreement, “the Executive shall be considered to be terminated for "Cause” means: " only upon (ai) the conviction of the Executive of a felony under the laws of the United States or any state thereof, whether or not appeal is taken, (ii) the conviction of the Executive for a violation of criminal law involving the Company and its business, (iii) the willful and misconduct of the Executive, or the willful or continued failure by the Executive (except as provided in Section 6(e) hereof) to substantially perform his duties hereunder, in either case which has a material adverse effect on the Company; or (iv) the willful fraud or material dishonesty of the Executive to perform substantially the Executive’s in connection with his performance of duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provisionHowever, an act or failure to act, on the part of in no event shall the Executive, will not 's employment be considered “willful” to have been terminated for "Cause" unless it is done, or omitted to be done, by and until the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests receives a copy of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board finding that, in the good faith opinion of Directors or based on the advice of counsel for the Company will be conclusively presumed to be doneBoard, or omitted to be done, by the Executive in good faith and in the best interests is guilty of the Company. In the event this Agreement is terminated for acts or omissions constituting Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date which resolution has been duly adopted by an affirmative vote of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent Board, excluding the Executive and disinterested members any individual alleged to have participated in the acts constituting "Cause." Any such vote shall be taken at a meeting of the Board called and held for such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of Directors termination for Cause and the Executive is given an opportunity, together with counsel, to be heard before the Board. The Executive shall have the opportunity to cure any such acts or omissions (other than items (i) or (ii) above) within 15 days of the Executive's receipt of such resolution. The foregoing shall not limit the right of the Company and delivered to the Executive. Thereafter, suspend the Executive will have from his day-to-day responsibilities with the right for a period Company pending the completion of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time such notice and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causecure procedures.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of at any time by written notice to the Executive to perform substantially terminate the Term of the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand employment hereunder for substantial performance is delivered to Cause and the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; shall have no right to receive any compensation or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies benefit hereunder on and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated notice except for Cause unless a written determination specifying the reasons for such termination is madepayment or provision, approved by a majority as applicable, of (i) the portion of the independent Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses for which Executive is otherwise entitled to reimbursement pursuant to Section 3.5 (if any), and disinterested members (iii) other payments, entitlements or benefits (if any), in accordance with terms of the Board of Directors applicable plans, programs, arrangements or other agreements of the Company and delivered or any affiliate thereof (other than any severance plan or policy) as to which the ExecutiveExecutive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise, on the date of termination (“Other Benefits”). ThereafterFor purposes hereof, the term “Cause” shall mean; (a) conviction of the Executive will have for any crime constituting a felony in the right jurisdiction in which committed, or for any other criminal act against the Company or its subsidiaries involving dishonesty or willful misconduct intended to injure the Company or its subsidiaries (whether or not a felony and whether or not criminal proceedings are initiated); (b) failure or refusal of the Executive in any material respect to perform the duties of Executive’s employment or to follow the lawful and proper directives of the Company’s Chief Executive Officer, provided such duties or directives are consistent with this Agreement and such failure or refusal continues uncured for a period of thirty (30) days to request a Board after written notice thereof specifying the nature of Directors meeting to such failure or refusal and requesting that it be held at a mutually agreeable time and location to be attended cured is given by the members Company to the Executive; (c) breach by the Executive of the Board provisions of Directors in person within the following thirty Sections 5.1, 5.2, 5.3, 5.4, or 5.5; or (30d) days, at which meeting any willful or intentional act of the Executive will have an opportunity to be heard. Failing such determination and opportunity committed for hearingthe purpose, or having the reasonably foreseeable effect, of injuring the Company, its subsidiaries or their business or reputation or of improperly or unlawfully converting for the Executive’s own personal benefit any termination property of this Agreement will be deemed to have occurred without Causethe Company or the subsidiaries.

Termination for Cause. The Company Executive’s employment hereunder may terminate this Agreement be terminated for CauseCause (as hereinafter defined). For purposes of this Agreement, “Cause” meansshall mean: (ai) the Executive’s death; (ii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iii) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer; or (iv) the willful and continued or negligent failure of the Executive to perform substantially his duties hereunder in any material respect. The Executive’s employment under this Agreement may be terminated immediately for any Cause except under (iv) above. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment under (iv) above, specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such Cause. Upon the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated termination for Cause, the Company will not Employer shall have any obligation to provide any further payments or benefits no obligations to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is madeother than payment, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting of: (A) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination; (B) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid; (C) all accrued and unused sick days; and (D) reimbursement for previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies and practices concerning reimbursement of expenses. In addition, the Executive will shall also have an opportunity such rights to be heard. Failing payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and the Executive and as amended from time to time and such determination and opportunity for hearing, any retirement plans under which the Executive participated at the time of the termination of this Agreement will be deemed to have occurred without Causehis employment.

Termination for Cause. The For "Cause" upon the determination by the Company may that "Cause" exists to terminate this Agreement for Executive's employment. "Cause. For purposes of this Agreement" means (i) Executive's gross negligence, “Cause” means: (a) willful misconduct, or willful neglect in the willful and continued failure performance of the material duties and services of Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness)hereunder, after a written demand uncorrected for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days following the Company's written notice to request Executive of need to cure such performance; (ii) Executive's final conviction of a Board felony by a trial court; (iii) any criminal indictment of Directors meeting Executive relating to be held at an event or occurrence for which Executive was directly responsible which, in the business judgment of a mutually agreeable time and location to be attended by the members majority of the Board Company's board of Directors in person within directors, exposes the following thirty Company to ridicule, shame or business or financial risk; or (30iv) days, at which meeting the a material breach by Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, of any termination material provision of this Agreement will which remains uncorrected for 30 days following the Company's written notice to Executive of such breach. If the Company terminates Executive's employment for Cause, Executive shall be deemed entitled only to Executive's pro rata salary through the date of such termination, and all future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company's compensation and/or benefit plans, shall cease. In the case of a termination for Cause under subpart (i) above, (a) all stock options previously granted by the Company to Executive that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable for a period of 90 days following the date of termination for Cause, (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have occurred without Causenot vested prior to the date of termination for Cause shall be cancelled to the extent not then vested. In the case of a termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested.

Termination for Cause. The Company may shall have the right to immediately terminate this Agreement Executive’s employment for Cause. For purposes of this Agreement, termination for “Cause” meansshall solely be defined as: (ai) Executive’s fraud, misappropriation, embezzlement or other act of dishonesty in connection with the Company’s business; (ii) Executive’s willful and continued failure misconduct or gross negligence in the performance of his duties hereunder; ; (iii) Executive’s knowing or willful violation or reckless disregard of any laws, rules or regulations of any governmental or regulatory body material to the business of the Executive Company; (iv) Executive’s failure to comply or follow duly authorized and specifically written Board’s directive(s) which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice thereof to the Executive;(v) Executive’s conviction of a felony or a misdemeanor involving moral turpitude; or (vi) failure to perform substantially the material aspects functions for which the Executive was employed which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice to the Executive’s duties with . With respect to conduct covered by subsection (iv) and (vi) of this Section, the Company shall not have Cause to terminate Executive unless (x) such conduct or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), breach continues after a written demand for substantial performance is or cure has been delivered to the Executive by the Board of Directors which that specifically identifies the manner in which the Board of Directors believes that the how Executive has failed to perform or is otherwise in breach of this Agreement, and (y) such conduct or breach has not substantially performed the been cured by Executive within thirty (30) days following Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation receipt of the Company’s such written policies and procedures, in each case which is materially and demonstrably injurious to the Companydemand. For purposes of this provisionSection, an act no act, or failure to act, on the part of the Executive, will not Executive shall be considered “willful” unless it is deemed to constitute Cause if done, or omitted to be done, by the Executive in bad good faith or without and with reasonable belief that the Executive’s his action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated of a termination for Cause, Executive shall be entitled receive, payment of his Base Salary through the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying , and reimbursement of business expenses incurred consistent with Company policy through the reasons for such date of termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause“Accrued Obligations).

Termination for Cause. The Company has the right and may elect to terminate this Agreement for CauseCause at any time. For purposes of this Agreement, “"Cause” means" means the occurrence or existence of any of the following: (ai) a material breach by the willful and continued failure Executive of the Executive terms of his employment or of his duty not to perform substantially the Executive’s duties engage in any transaction that represents, directly or indirectly, self-dealing with the Company or one any of its affiliates (which, for purposes here, shall mean any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity or organization directly or indirectly controlling, controlled by, or under direct or indirect common control with the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors Company) which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, been approved by a majority of the independent and disinterested members directors of the Board, if in any such case such material breach remains uncured after thirty days have elapsed following the date on which the Company gives the Executive written notice of such breach; (ii) the repeated material breach by the Executive of any duty referred to in clause (i) above with respect to which at least one prior notice was given under clause (i); (iii) any act of dishonesty, misappropriation, embezzlement, intentional fraud, or similar conduct by the Executive involving the Company or its affiliates; (iv) the conviction or the plea of nolo contendre or the equivalent in respect of a felony; (v) any damage of a material nature to any property of the Company or any of its affiliates caused by the Executive's willful or grossly negligent conduct; (vi) the repeated nonprescription use of any controlled substance or the repeated use of alcohol or any other non-controlled substance that the Board reasonably determines renders the Executive unfit to serve as an officer or employee of the Company or its affiliates; (vii) the Executive's failure to comply with the Board's reasonable written instructions, after thirty days written notice; or (viii) conduct by the Executive that in a good faith written determination of the Board of Directors demonstrates unfitness to serve as an officer or employee of the Company and delivered or its affiliates, including, without limitation, a finding by the Board or any regulatory authority that the Executive committed acts of unlawful harassment or violated any other state, federal or local law or ordinance prohibiting discrimination in employment applicable to the business of the Company or any of its operating subsidiaries. Termination of the Executive for Cause pursuant to this Section 6(a) shall be communicated by a Notice of Termination. For purposes of this Agreement a "Notice of Termination" shall mean delivery to the Executive of a copy of a resolution or resolutions duly adopted by the affirmative vote of not less than a majority of the directors present and voting at a meeting of the Board called and held for that purpose after reasonable notice to the Executive and reasonable opportunity for the Executive. Thereafter, together with the Executive's counsel, to be heard before the Board prior to such vote, finding that in the good faith opinion of the Board, the Executive will have was guilty of conduct set forth in the right for a period first sentence of thirty (30this Section 6(a) days to request a Board and specifying the particulars thereof in detail. For purposes of Directors meeting to be held at a mutually agreeable time and location to be attended Section 6(a), this Agreement shall terminate on the date specified by the members Board in the Notice of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseTermination.

Termination for Cause. The Company may terminate Notwithstanding anything contained to the contrary in this Agreement, this Agreement may be terminated by the Company for Cause. For purposes of As used in this Agreement, “"Cause” means: " shall only mean (ai) an act or acts of personal dishonesty taken by the willful Executive and continued failure intended to result in substantial personal enrichment of the Executive at the expense of the Company, (ii) subject to perform substantially the following sentences, repeated violation by the Executive of the Executive’s duties with 's material obligations under this Agreement which are demonstrably willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, or (iii) the conviction of the Executive for any criminal act which is a felony. Upon any determination by the Company's Board of Directors that Cause exists under clause (ii) of the preceding sentence, the Company or one shall cause a special meeting of the Board to be called and held at a time mutually convenient to the Board and Executive, but in no event later than ten (10) business days after Executive's receipt of the notice contemplated by clause (ii). Executive shall have the right to appear before such special meeting of the Board with legal counsel of his choosing to refute any determination of Cause specified in such notice, and any termination of Executive's employment by reason of such Cause determination shall not be effective until Executive is afforded such opportunity to appear. Any termination for Cause pursuant to clause (i) or (iii) of the first sentence of this Section 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company Entities is relying for such termination. Upon any termination pursuant to this Section 4.1, the Executive shall be entitled to be paid his Base Salary to the date of termination and the Company shall have no further liability hereunder (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered reimbursement for reasonable business expenses incurred prior to the Executive by the Board date of Directors which specifically identifies the manner in which the Board termination and reimbursement of Directors believes that all relocation costs of the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conductand his family, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeas applicable).

Termination for Cause. The Company may terminate this Agreement Executive shall have no right to compensation or other benefits (except for vested benefits under any employee benefit plan) for any period after a Termination for Cause. For purposes of this Agreement, “Cause” means: (a) Termination for Cause shall be determined by the willful CEO, in the reasonable exercise of his discretion and continued failure of the Executive to perform substantially the Executive’s duties acting in good faith, in accordance with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered this sub-paragraph and subject to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation approval of the Company’s written policies and proceduresboard of directors. Termination for Cause is a termination of Executive’s employment as a result of Executive’s personal dishonesty, in each case which is materially and demonstrably injurious willful or reckless misconduct, willful or reckless breach of fiduciary duties; intentional failure to perform stated duties; willful or reckless violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order or other formal administrative action entered into by or imposed on the Company. For purposes ; the regulatory suspension or removal of this provision, an act or Executive as defined in Agreement paragraphs 8(a) and 8(b); Executive’s failure to act, on the part follow reasonable written instructions of the Executive, will not be considered “willful” unless it is done, CEO or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests board of directors of the Company; or Executive’s material breach of any provision of this Agreement. Any act, or failure The termination of Executive’s employment shall not be deemed to act, based on authority given pursuant be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in by the best interests affirmative vote of not less than two-thirds of the membership of the Company. In the event this Agreement is terminated for Cause, the Company will not have ’s board of directors (other than Executive and any obligation to provide any further payments or benefits to the Executive after the effective date other employees who serve on such board of directors) at a meeting of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons board called and held for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of purpose (after at least thirty (30) days prior written notice of such meeting and Executive’s alleged improper conduct is provided to request a Board of Directors meeting to be held at a mutually agreeable time Executive and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have is given an opportunity to be heardheard before such board), finding that, in the good faith opinion of such board of directors, Executive is guilty of the conduct described as Termination for Cause and specifying in reasonable detail the grounds for its decision, and further that the specified conduct remains uncured or, in the case of a suspension, removal or formal administrative action, was not capable of cure. Failing such determination and opportunity The CEO, in his discretion, with the approval of the Company’s board of directors, may suspend Executive, with pay, for hearing, all or any termination portion of the period of time from the delivery of the notice described in this Agreement will be deemed to have occurred without paragraph 7(a) until the effective time of the Termination for Cause.

Termination for Cause. The Company Holdings may terminate the Executive's employment by the Companies under this Agreement agreement for Cause. For cause; however, for purposes of this Agreement, “Cause” means: agreement "cause" shall mean only (ai) the willful and continued failure Executive's confession or conviction of theft, fraud, embezzlement, or any other crime involving dishonesty with respect to the Companies or any parent, subsidiary, or affiliate of the Executive to perform substantially Companies, (ii) the Executive’s duties with the Company or one of the Company Entities 's excessive absenteeism (other than a failure resulting from incapacity due to by reason of physical injury, disease, or mental illness)) without reasonable cause, after a written demand for substantial performance is delivered to (iii) material violation by the Executive by of the Board provisions of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or Paragraph 13, (biv) the willful engaging habitual and material negligence by the Executive in illegal conduct, gross misconduct the performance of his duties and responsibilities under or a clearly established violation of the Company’s written policies pursuant to this agreement and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of cure such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of negligence within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of such negligence, (v) material non-compliance by the Executive with his obligations under Paragraph 10 and failure to request correct such non-compliance within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of Directors meeting such non-compliance, or (vi) material failure by the Executive to comply with a lawful directive of the Board and failure to cure such non-compliance within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of such non-compliance. In no event shall the results of the Companies' operations or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the Executive's employment under this agreement. Any termination of the Executive's employment for cause must be held at authorized by a mutually agreeable time and location to be attended by majority vote of the Board taken not later than twelve (12) months after a majority of the members of the Board (other than the Executive) have actual knowledge of Directors in person within the occurrence of the event or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by Holdings for cause, then the Executive shall be entitled to receive the following thirty (30) days, at which meeting compensation and benefits from the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.Companies:

Termination for Cause. The Executive's employment hereunder may be terminated by the Company may terminate this Agreement for "Cause" (as herein defined) upon at least thirty (30) days' prior written notice to the Executive. For purposes Termination for Cause shall mean termination by reason of this Agreement, “Cause” means: (a) the willful and continued failure of the by Executive to substantially perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a any such failure resulting from his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the President or Board of Directors Directors, which demand specifically identifies the manner in which the Board of Directors believes that the Executive has is believed not to have substantially performed the Executive’s his duties; , or (b) the Executive's willful engaging by the Executive engagement in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case conduct which is or is likely to become demonstrably and materially and demonstrably injurious to the Company, monetarily or otherwise. For purposes of this provisionSection, an act no act, or failure to act, on the part of the Executive, will not Executive shall be considered “deemed "willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s his action or omission was in the best interests of the Company. Any actNotwithstanding the foregoing, or failure the Executive shall not be deemed to act, based on authority given pursuant have been terminated for Cause unless and until there has been delivered to him a copy of a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by less than a majority of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within the following thirty called and held for such purpose (30) days, at which meeting after reasonable notice to the Executive will have and an opportunity for the Executive, together with his counsel, to be heardheard before the Board of Directors), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct of the type set forth above in this Section and specifying the particulars thereof in detail. Failing such determination and opportunity Upon termination for hearing, any termination Cause hereunder the Executive shall be entitled to receive the Executive's Base Salary through the date of this Agreement will be deemed to have occurred without Causetermination.

Termination for Cause. The Company may terminate this Agreement Immediately following notice of termination for "Cause. For purposes of this Agreement" (as defined below), “specifying such Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with , given by the Company (termination pursuant to this Section 6.3 being referred to herein as termination for "Cause"). As used herein, "Cause" means (i) termination based on Executive's conviction or one plea of "guilty" or "no contest" to any crime constituting a felony in the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner jurisdiction in which the Board crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of Directors believes criminal law involving dishonesty or willful misconduct that materially injures the Executive has Company (whether or not substantially performed a felony); (ii) Executive's substance abuse that in any manner interferes with the Executive’s performance of his duties; (iii) Executive's failure or (b) the willful engaging by the Executive refusal to perform his duties at all or in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is doneacceptable manner, or omitted to be done, by follow the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests lawful and proper directives of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on Executive's supervisor(s) that are within the advice scope of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests Executive's duties; (iv) Executive's breach of this agreement; (v) Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Executive that has or could discredit or damage the Company; (vii) Executive's indictment for a felony violation of the federal securities laws; or (viii) Executive's chronic absence from work for reasons other than illness. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date Any determination of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved shall be made by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of after having first given thirty (30) days written notice to request a Board Executive of Directors meeting to be held at a mutually agreeable time such determination, and location to be attended by afforded Executive the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heardheard by the full Board of Directors. Failing such determination and opportunity for hearingNotwithstanding any other provision in this Agreement, any termination if Executive is terminated pursuant to subsection (iii) of this Agreement will be deemed Section 6.3 for poor job performance, excluding refusal to perform his duties, Executive shall have occurred without Causesixty (60) days to cure the behavior upon which the threatened termination is based.

Termination for Cause. The Company First Busey may terminate this Agreement and Executive’s employment hereunder for CauseCause by delivering written notice of termination to Executive no less than thirty (30) days before the effective date of termination. For purposes First Busey may provide for an earlier date of this Agreement, termination provided First Busey pays to Executive the Base Salary which would have been earned during such notice period. “Cause” meansfor termination will exist if: (ai) Executive engages in one or more unsafe and unsound banking practices or material violations of a law or regulation applicable to First Busey or its subsidiaries, any repeated violations of a policy of First Busey after being warned in writing by the willful Board and/or a senior officer not to violate such policy, any single violation of a policy of First Busey if such violation materially and continued failure adversely affects the business or affairs of First Busey, or a direction or order of the Board and/or one of Executive’s senior officers; (ii) Executive engages in a breach of fiduciary duty or act of dishonesty involving the affairs of First Busey; (iii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act or any other applicable State or Federal law; (iv) Executive commits a material breach of Executive’s obligations under this Agreement; or (v) Executive fails to perform substantially the Executive’s duties to First Busey with the Company degree of skill, care or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive competence expected by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the and/or Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Companysenior officers. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the If Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given employment is terminated pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will this Section 4(b), then First Busey shall only be conclusively presumed required to be done, or omitted to be done, by the pay Executive in good faith such Base Salary and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not unused vacation as shall have any obligation to provide any further payments or benefits to the Executive after accrued through the effective date of such termination. This Agreement will not be deemed termination and First Busey shall have no further obligations to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company Board may terminate the Executive's --------------------- employment by the Companies under this Agreement agreement for Cause. For cause; however, for purposes of this Agreement, “Cause” means: agreement "cause" shall mean only (ai) the willful and continued failure Executive's confession or conviction of the Executive to perform substantially theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive’s duties with the Company or one of the Company Entities 's excessive absenteeism (other than a failure resulting from incapacity due to by reason of physical injury, disease, or mental illness)) without a reasonable justification, after a written demand for substantial performance is delivered to (iii) material violation by the Executive by of the Board provisions of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or Paragraph 11, (biv) the willful engaging habitual and material negligence by the Executive in illegal conduct, gross misconduct the performance of his duties and responsibilities under or a clearly established violation of the Company’s written policies pursuant to this agreement and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the ExecutiveExecutive to cure such negligence within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, will not be considered “willful” unless it is done, or omitted to be done, (v) material non-compliance by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or with his obligations under Paragraph 9 and failure to act, based on authority given pursuant to correct such non-compliance within twenty (20) days after his receipt of a resolution duly adopted by written notice from the Board or the Chief Executive Officer of Directors or based on CSGS setting forth in reasonable detail the advice particulars of counsel for the Company will be conclusively presumed to be donesuch non-compliance, or omitted to be done, (vi) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non- compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vii) a material breach by the Executive of any of his fiduciary duties to the Companies and, if such breach is curable, the Executive's failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the performance of his duties under this agreement. In no event shall the results of operations of the Companies or any business judgment made in good faith and in by the best interests Executive constitute an independent basis for termination for cause of the CompanyExecutive's employment under this agreement. In Any termination of the event this Agreement is terminated Executive's employment for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not cause must be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved authorized by a majority of the independent and disinterested members vote of the Board taken not later than nine (9) months after a majority of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board (other than the Executive) have actual knowledge of Directors in person within the occurrence of the event or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by the Board for cause, then the Executive shall be entitled to receive the following thirty (30) days, at which meeting compensation and benefits from the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.Companies:

Termination for Cause. The Company Corporation may at any time upon written notice to Executive terminate this Agreement Executive's employment for Cause. For purposes of this Agreement, “the following shall constitute Cause” means: (a) the Executive's gross misconduct which is materially and demonstrably injurious to the Corporation; (b) the Executive's willful and continued failure of the Executive to perform substantially the Executive’s his duties with the Company or one of the Company Entities Corporation (other than a failure resulting from the Executive's incapacity due to bodily injury or physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed his duties and provides for a reasonable period of time within which the Executive’s dutiesExecutive may take corrective measures; or (bc) the willful Executive's conviction (including a plea of nolo contendere) of willfully engaging by the Executive in illegal conduct, gross misconduct conduct constituting a felony or a clearly established violation gross misdemeanor involving an intentional act of fraud, misrepresentation, theft, embezzlement or dishonesty under federal or state law (or comparable illegal conduct under the Company’s written policies and procedures, in each case laws of any foreign jurisdiction) which is materially and demonstrably injurious to the CompanyCorporation or which impairs the Executive's ability to perform substantially his duties with the Corporation. For purposes of this provision, an An act or failure to act, on the part of the Executive, act will not be considered “"gross" or "willful” unless it is " for this purpose only if done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s action it was in, or omission was in not opposed to, the best interests of the CompanyCorporation. Any act, or failure to act, based on upon authority given pursuant to a resolution duly adopted by the Board or governing body of Directors the Corporation (or a committee thereof) or based on upon the advice of counsel for the Company Corporation will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyCorporation. In Executive's attention to matters not directly related to the event this Agreement is terminated business of the Corporation will not provide a basis for Causetermination for Cause so long as the Board did not expressly disapprove in writing of his engagement in such activities either before or within a reasonable period of time after the Board knew or could reasonably have known that the Executive engaged in those activities. Notwithstanding the foregoing, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will may not be deemed to have terminated for Cause unless and until there has been delivered to Executive a written determination specifying copy of a resolution duly adopted by the reasons for such termination is made, approved by a majority affirmative vote of not less than two-thirds of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the (excluding such Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within the following thirty called and held for such purpose (30) days, at which meeting the after reasonable notice to such Executive will have and an opportunity for such Executive, together with his counsel, to be heard. Failing heard before the Board), finding that in the good faith opinion of the Board such determination Executive engaged in the conduct set forth in paragraphs (a), (b) or (c) above and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causespecifying the particulars thereof in detail."

Termination for Cause. The Company may terminate this Agreement Executive shall have no right to compensation or other benefits for any period after a Termination for Cause. For purposes Termination for Cause shall be determined by the Boards of Directors of Employers in the reasonable exercise of their discretion and acting in good faith, and shall include termination because of Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duties involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; the regulatory suspension or removal of Executive as defined in paragraphs 8(a) and (b) hereof; the failure of Executive to follow reasonable written instructions of the Boards of Directors of Employers; or a material breach by Executive of any provision of this Agreement, “Cause” means: (a) the willful . The termination of employment of Executive shall not be deemed to be a Termination for Cause unless and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is until there shall have been delivered to the Executive by the Board a copy of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests not less than two-thirds of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority entire membership of the independent and disinterested members of the Board Boards of Directors of Employers at a meeting of the Company Boards called and delivered held for such purpose (after at least thirty (30) days' prior notice of such meeting is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the ExecutiveBoards of Directors), finding that, in the good faith opinion of the Boards of Directors, Executive is guilty of the conduct described herein and specifying the particulars thereof in detail. Thereafter, the Executive will have the right Said Termination for a period of Cause shall not be effective until thirty (30) days after such resolution is adopted, during which time Executive shall be afforded the opportunity to request a Board petition the Boards of Directors meeting to be held at a mutually agreeable time and location to be attended by the members for reconsideration of such resolution. The Boards of Directors of Employers, in its discretion, may suspend Executive, with pay, for all or any portion of the Board period of Directors in person within time from the following thirty (30) days, at which meeting delivery of the Executive will have an opportunity to be heard. Failing such determination and opportunity notice described herein until the effective time of the Termination for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company Board may terminate the Executive’s employment by the Companies under this Agreement agreement for Cause. For cause; however, for purposes of this Agreement, agreement “Causecause” means: shall mean only (ai) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company confession or one conviction of the Company Entities theft, fraud, embezzlement, or other crime involving dishonesty, (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed ii) the Executive’s duties; certification of materially inaccurate financial or other information pertaining to the Companies (bor either of them) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation any of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to respective subsidiaries of the Company. For purposes Companies with actual knowledge of this provision, an act or failure to act, such inaccuracies on the part of the Executive, will not be considered “willful” (iii) the Executive’s refusal or willful failure to cooperate with an investigation by a governmental agency pertaining to the financial or other business affairs of the Companies (or either of them) or any of the respective subsidiaries of the Companies unless it such refusal or willful failure is donebased upon a written direction of the Board or the written advice of counsel, (iv) the Executive’s excessive absenteeism (other than by reason of physical injury, disease, or omitted mental illness) without a reasonable justification and failure on the part of the Executive to be donecure such absenteeism within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth the particulars of such absenteeism, (v) material violation by the Executive of the provisions of Paragraph 11, (vi) habitual and material negligence by the Executive in bad faith the performance of his duties and responsibilities under or without pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable belief that detail the particulars of such negligence, (vii) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after the Executive’s action or omission was in the best interests receipt of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by written notice from the Board or the Chief Executive Officer of Directors or based on CSGS setting forth in reasonable detail the advice particulars of counsel for the Company will be conclusively presumed to be donesuch non-compliance, or omitted to be done, (viii) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (ix) a material breach by the Executive of any of his fiduciary duties to the Companies (or either of them) or any of the respective subsidiaries of the Companies and, if such breach is curable, the Executive’s failure to cure such breach within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (x) willful misconduct or fraud on the part of the Executive in the performance of the Executive’s duties under this agreement as determined in good faith and in by the best interests Board. In no event shall the results of operations of the Company. In the event this Agreement is terminated for Cause, the Company will not have Companies or any obligation to provide any further payments or benefits to business judgment made in good faith by the Executive after constitute an independent basis for termination for cause of the effective date Executive’s employment under this agreement. Any termination of such termination. This Agreement will not the Executive’s employment for cause must be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved authorized by a majority of the independent and disinterested members vote of the Board taken not later than six (6) months after a majority of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board (other than the Executive) have actual knowledge of Directors in person within the occurrence of the event or conduct constituting the cause for such termination. If the Executive’s employment under this agreement is terminated by the Board for cause, then the Executive shall be entitled to receive the following thirty (30) days, at which meeting compensation and benefits from the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.Companies:

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one employment immediately for Cause for any of the Company Entities following reasons: (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (bi) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, acts of dishonesty or fraud on the part of the Executive, will Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not be considered “willful” unless it is done, legally entitled at the expense of the Company or omitted to be done, any of its subsidiaries; (ii) a willful material breach by the Executive of his duties or responsibilities under this Agreement resulting in bad faith demonstrably material injury to the Company or without reasonable belief that any of its subsidiaries; (iii) the Executive’s action conviction of a felony or omission was in any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the best interests Board or its duly appointed designees) where the Executive has been given written notice of the Company. Any actacts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or failure to act, based on authority given pursuant to (v) a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, material breach by the Executive of any of his obligations under the Confidentiality and Non-Compete Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving the Executive written notice of termination specifying in good faith and in reasonable detail the best interests of the Companycircumstances constituting such Cause. In the event this Agreement is terminated of such termination of the Executive’s employment for Cause, the Company will Executive shall be entitled to receive only (i) his base salary earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not have taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any obligation to provide any further payments or other compensation and benefits to the extent actually earned by the Executive after under any other benefit plan or program of the effective Company as of the date of such terminationtermination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement of Business Expenses. This Agreement The Executive will not be deemed entitled to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causebonus payment.

Termination for Cause. The Upon the termination of Executive’s employment by the Company may terminate this Agreement for CauseCause (as defined below), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) below). For purposes of this AgreementAs used herein, “Cause” meansshall mean: (ai) the willful plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and continued failure there is not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company, provided that the Reporting Officer determines, in his/her good faith discretion, that such material breach undermines his/her confidence in Executive’s fitness to continue in his position, as evidenced in writing from the Reporting Officer (it being understood that the determination as to whether such material breach occurred is not in the good faith discretion of the Reporting Officer); (iii) a material breach by Executive to perform substantially the Executive’s duties with the Company or one of any of the Company Entities covenants made by Executive in Section 2 hereof, provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (other than a failure resulting from incapacity due to physical or mental illness), after 10) days of Executive having received a written demand for substantial performance is delivered to the Executive cure by the Board of Directors Reporting Officer, which demand specifically identifies the manner in which the Board of Directors Company believes that the Executive has not substantially performed materially breached any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s duties; continued willful or (b) gross neglect of the willful engaging material duties required by this Agreement following receipt of written notice signed by the Reporting Officer which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure, (v) a knowing and material violation by Executive in illegal conductof any material Company policy pertaining to ethics, gross misconduct wrongdoing or a clearly established violation conflicts of the Company’s written policies interest, and procedures, in each case (vi) any act or omission which is materially and demonstrably injurious occurred prior to the Company. For purposes of this provision, an act or failure to act, on Effective Date and which would have constituted “Cause” under the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the previous employment agreement between Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for and the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause“Previous Employment Agreement”).

Termination for Cause. The Company may shall have the right to terminate this Agreement the Executive’s employment with the Company at any time without notice for Cause. For purposes of this Agreement, “Cause” meansfor termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: (ai) the willful and continued failure Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive to perform substantially the Executive’s duties with has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or one any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company Entities or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that vii) the Executive has not substantially performed violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive’s dutiesExecutive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (bviii) the willful engaging by Executive has failed to adequately perform the Executive in illegal conduct, gross misconduct or a clearly established violation material duties of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive his position after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members satisfaction of the Board of Directors in person Directors, the inadequate performance within such 30 days. In the following thirty (30) daysevent the Executive’s employment is terminated at any time for Cause, at which meeting the Executive will have an opportunity to be heard. Failing not receive any Severance Pay, the COBRA Benefit, or any other such determination compensation or benefits, except for accrued but unpaid salary and opportunity for hearing, any termination accrued but unused vacation in accordance with the policy of this Agreement will be deemed to have occurred without Causethe Company.

Termination for Cause. The “Termination for Cause”, as hereinafter defined, may be effected by the Company may terminate at any time during the term of this Agreement by written notification to Executive, specifying in detail the basis for the Termination for Cause. For purposes Upon Termination for Cause, Executive shall immediately be paid all accrued salary, bonus compensation to the extent earned for the calendar year immediately preceding termination, vested deferred compensation, if any, (other than pension plan or profit sharing plan benefits which will be paid in accordance with the terms of this Agreementthe applicable plan), any benefits under any plans of the Company in which the Executive is a participant to the full extent of the Executive’s rights under such plans, accrued vacation pay for the year in which termination occurs, and any appropriate business expenses incurred by Executive reimbursable by the Company in connection with his duties hereunder, all to the date of termination, but Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. “Termination for Cause” means: shall mean termination by the Company of Executive’s employment by the Company by reason of (a) an order of any federal or state regulatory authority having jurisdiction over the Company, (b) the willful and continued failure of the Executive substantially to perform substantially the Executive’s his duties with the Company or one of the Company Entities hereunder (other than a any such failure resulting from incapacity due to Executive’s physical or mental illness), after ; (c) a willful breach by Executive of any material provision of this Agreement or of any other written demand for substantial agreement with the Company or any of its Affiliates; (d) Executive’s commission of a crime that constitutes a felony or other crime of moral turpitude or criminal fraud; (e) chemical or alcohol dependency which materially and adversely affects Executive’s performance is delivered of his duties under this Agreement; (f) any act of disloyalty or breach of responsibilities to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging Company by the Executive in illegal conduct, gross misconduct which is intended by the Executive to cause material harm to the Company; (g) misappropriation (or a clearly established violation attempted misappropriation) of any of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act funds or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, property; or omitted to be done, by the Executive in bad faith or without reasonable belief that the (h) Executive’s action or omission was in the best interests material violation of the Company. Any act, or failure any Company policy applicable to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. For purposes of this Agreement, “Termination for Cause” shall include termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation which negatively impacts the Bank (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. For purposes of this Paragraph, the term “willful” is defined to include any act or omission which demonstrates an intentional or reckless disregard for the duties and responsibilities owed to the business of the employer by Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4) of the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying termination for Cause and specifying the reasons thereof. The Company may terminate this Agreement Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause. Any stock options granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Bank, or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to Paragraph 9 hereof, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause. If he is terminated for Cause, Executive shall not compete with the Bank in any city or town in which the Bank operates a branch or main office for twelve (12) months from the Date of the Termination for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Causeparagraph, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will term “compete” shall have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors same meaning as more fully defined in person within the following thirty (30) daysParagraph 10, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseNon-Competition.

Termination for Cause. The Company Employer may terminate this Agreement the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. For purposes of In this Agreement, “Cause” means: (a) means the willful and continued failure of by the Executive to perform substantially perform, or otherwise properly carry out, the Executive’s duties with on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the Company lawful policies, procedures, instructions or one directions of the Company Entities Employer or any applicable affiliate (other than a any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to or the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; willfully or (b) the willful intentionally engaging by the Executive in illegal or fraudulent conduct, gross misconduct financial impropriety, intentional dishonesty, breach of duty of loyalty or a clearly established violation of the Company’s written policies and procedures, in each case any similar intentional act which is materially and demonstrably injurious to RBA Pubco or an affiliate, or which may have the Companyeffect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this provisiondefinition, an act no act, or failure to act, on the part of the Executive, will not an Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s action or omission was in omissions were in, or not opposed to, the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith Employer and in the best interests of the Companyits affiliates. In the event this Agreement is terminated of termination for Cause, the Company will not have rights of the Executive with respect to any obligation to provide any further payments performance share units (“PSUs”) or benefits stock options granted pursuant to the Executive after Employer’s Performance Share Unit Plan (the effective date “PSU Plan”) and stock option plan (the “Option Plan”), respectively, and pursuant to any and all PSU and stock option grant agreements, will be governed pursuant to the terms of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons PSU Plan, Option Plan and respective grant agreements for such termination is made, approved by a majority of the independent PSUs and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causestock options.

Termination for Cause. The Company Board may terminate the Executive’s employment by the Companies under this Agreement agreement for Cause. For cause; however, for purposes of this Agreement, agreement “Causecause” means: shall mean only (ai) the willful and continued failure of the Executive to perform substantially the Executive’s duties with confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Company or one of the Company Entities Executive’s excessive absenteeism (other than a failure resulting from incapacity due to by reason of physical injury, disease, or mental illness)) without a reasonable justification, after a written demand for substantial performance is delivered to (iii) material violation by the Executive by of the Board provisions of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or Paragraph 11, (biv) the willful engaging habitual and material negligence by the Executive in illegal conduct, gross misconduct the performance of his duties and responsibilities under or a clearly established violation of the Company’s written policies pursuant to this agreement and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the ExecutiveExecutive to cure such negligence within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, will not be considered “willful” unless it is done, or omitted to be done, (v) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in bad faith reasonable detail the particulars of such non-compliance, (vi) material failure by the Executive to comply with a lawful directive of the Board or without the Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable belief that detail the particulars of such non-compliance, (vii) a material breach by the Executive of any of his fiduciary duties to the Companies and, if such breach is curable, the Executive’s action failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or omission was the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the best interests performance of his duties under this agreement. In no event shall the results of operations of the Company. Any act, Companies or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, any business judgment made in good faith by the Executive in good faith and in the best interests constitute an independent basis for termination for cause of the CompanyExecutive’s employment under this agreement. In Any termination of the event this Agreement is terminated Executive’s employment for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not cause must be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved authorized by a majority of the independent and disinterested members vote of the Board taken not later than nine (9) months after a majority of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board (other than the Executive) have actual knowledge of Directors in person within the occurrence of the event or conduct constituting the cause for such termination. If the Executive’s employment under this agreement is terminated by the Board for cause, then the Executive shall be entitled to receive the following thirty (30) days, at which meeting compensation and benefits from the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.Companies:

Termination for Cause. The Company Corporation may at any time upon written notice to Executive terminate this Agreement Executive’s employment for Cause. For purposes of this Agreement, the following shall constitute “Cause” means”: (ai) the willful and continued repeated failure of the Executive to perform substantially any material duties hereunder or gross negligence of Executive in the performance of such duties, and if such failure or gross negligence is susceptible of cure by Executive, the failure to effect such cure within 20 days after written notice of such failure or gross negligence is given to Executive; (ii) excessive use of alcohol or illegal drugs interfering with the performance of Executive’s duties with hereunder; (iii) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or the Company or one violation of the Company Entities (other than a failure resulting from incapacity due any law relating to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesemployment; (iv) the conviction of Executive of a felony; or (bv) the willful engaging breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the Executive in illegal conduct, gross misconduct or a clearly established violation failure to effect such cure within 30 days after written notice of the Company’s written policies and procedures, in each case which such breach is materially and demonstrably injurious given to the CompanyExecutive. For purposes of this provisionAgreement, an act or failure to act, on the part of the Executive, will not action shall be considered “willful” unless if it is donedone intentionally, purposely or omitted knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. In any such event, Executive shall be entitled to be done, by receive his base salary to and including the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests date of the Companytermination. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Should Executive in good faith dispute his termination for cause, he shall give prompt written notice thereof to the Corporation, in which event such dispute shall be submitted to and determined by arbitration in Washington, DC, before an arbitrator appointed pursuant to the rules of the American Arbitration Association (the “Arbitrator”). Such arbitration shall be conducted in accordance with the rules then obtaining of the American Arbitration Association. Any award or decision of the Arbitrator shall be conclusive in the best interests absence of the Companyfraud and judgment thereon may be entered in any court having jurisdiction thereof. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date The costs of such arbitration shall be borne by the party against whom any award or decision is rendered. Executive shall not be entitled to receive any compensation for periods subsequent to his dismissal pursuant to this Paragraph 14. Any stock options or other benefits shall immediately cease and be cancelled at termination. This Agreement will not Any vested portion of a stock option or other benefit may be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right exercised for a period of thirty (30) 30 days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeafter termination.

Termination for Cause. The Company may terminate Employee’s employment under this Agreement for CauseCause at any time prior to the expiration of the Term. For purposes of this AgreementAs used herein, “Cause” meansshall mean: (ai) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; (iv) the willful and continued failure or gross neglect by Employee of the Executive to perform substantially the Executivematerial duties required by this Agreement; (v) unsatisfactory performance of Employee’s duties or responsibilities as determined by the Company’s Board of Directors; provided that the Company has given Employee written notice specifying the unsatisfactory performance of his duties and responsibilities, which remains uncorrected by the Employee after the lapse of 30 days following the receipt of the written notice (vi) a material breach by the Employee of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or one of the any Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors Affiliates which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, been approved by a majority of the independent and disinterested members directors of the Company’s Board of Directors, if such material breach remains uncured after the lapse of 30 days following the date that the Company has given the Employee written notice thereof; (vii) any act of misappropriation, embezzlement, intentional fraud or similar contact involving the Company or any Company Affiliates; (viii) intentional infliction of any damage of a material nature to any property of the Company or any Company Affiliates; (ix) a violation of any Company policy pertaining to ethics, wrongdoing or conflicts of interest; and (x) the repeated non-prescription abuse of any controlled substance which, in any case described in this clause, the Company’s Board of Directors reasonably determines renders the Employee unfit to serve in his capacity as an officer or employee of the Company and delivered to or any Company Affiliates. In the Executive. Thereafterevent of Employee’s termination for Cause, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended this Agreement shall terminate without further obligation by the members Company, except for the payment of the Board of Directors any Accrued Obligations (as defined in person within the following thirty (30paragraph 1(f) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causebelow).

Termination for Cause. The Company may terminate Executive’s employment pursuant to the terms of this Agreement at any time for Causecause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no right to compensation, bonus or reimbursement under Section 5. For purposes of this AgreementSection 7.02, “Causecause” meansshall mean: (ai) Executive is convicted of a felony which is directly related to Executive’s employment or the willful and continued failure business of Company or could otherwise reasonably be expected to have a material adverse effect on Company’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 9 or Section 10; (v) Executive’s repeated refusal to act in accordance with the reasonable directions of Company’s Board directing Executive to perform substantially the services consistent with Executive’s duties with the Company or one status as an officer of the Company Entities Company, which refusal is not cured by Executive within twenty (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board 20) days of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or receipt of written notice thereof from Company (b) the willful engaging by the Executive in illegal conductprovided, gross misconduct or a clearly established violation of the Company’s written policies and procedureshowever, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will that if such breach cannot be considered cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “willfulcause” unless it such breach is done, or omitted to be done, by the Executive not cured in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of its entirety within thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members Executive’s receipt of the Board written notice of Directors in person within breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the following thirty effective performance of his duties; and (30vii) days, at Executive’s material breach of any obligations of Executive which meeting remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination requirements of Section 9 of this Agreement will be deemed to shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have occurred without Causebeen determined and no further appeals are permissible.

Termination for Cause. The Company Buyer may terminate this Agreement Order, or any part hereof, for Cause. For purposes cause, in the event of this Agreement, “Cause” means: any (a) the willful and continued failure default by Vendor or if Vendor fails to comply with any of the Executive to perform substantially the Executive’s duties with the Company or one terms and conditions of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesthis Order; or (b) Vendor defaults on a material debt obligation, becomes insolvent, files a voluntary petition in bankruptcy, is adjudicated bankrupt, or has a receiver or trustee appointed for a substantial part of any of its property; or (c) Vendor makes a material liquidation of assets, or reorganization or insolvency proceedings are commenced by or against Vendor; then Buyer shall have the willful engaging right to terminate this Order. Vendor shall have 10 days to submit an acceptable plan to cure such default to Buyer (unless the default is due to a material threat to health, safety or the environment), and such an event of default must be corrected within 45 days, unless a shorter period of time is required by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedurescustomer contract to resolve such a default, in each which case the more stringent requirements regarding timing shall prevail. Notwithstanding the foregoing, in the event that the default is a health, safety or environmental default, then such default must be cured within 48 hours and/or Buyer shall have the right to terminate this Order, in whole or in part, effective immediately upon delivery of a written termination notice. Late deliveries, deliveries of products which is materially are defective or which do not conform to this Order, and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part provide Buyer upon request reasonable assurances of the Executivefuture performance, will not be considered “willful” unless it is done, or omitted allow Buyer to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel terminate this Order for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companycause. In the event this Agreement is terminated of a termination for Causecause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement Buyer will not be deemed liable to have Vendor for any amount, and Vendor shall be liable to Buyer for all direct costs, losses, and damages arising from Vendor’s failure to perform or comply with the terms of this Order, in addition to any and all rights and remedies provided by this Order or by law. If it is determined by a court of competent jurisdiction, that Buyer improperly terminated this Order for Cause unless a written determination specifying the reasons for cause, such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will shall be deemed to have occurred without Causea termination for convenience.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: upon the determination by the Company that “Cause” exists to terminate Executive’s employment. “Cause” means (ai) Executive’s gross negligence, willful misconduct, or willful neglect in the willful and continued failure performance of the material duties and services of Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness)hereunder, after a written demand uncorrected for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days following the Company’s written notice to request Executive of need to cure such performance; (ii) Executive’s final conviction of a Board felony by a trial court; (iii) any criminal indictment of Directors meeting Executive relating to be held at an event or occurrence for which Executive was directly responsible which, in the business judgment of a mutually agreeable time and location to be attended by the members majority of the Board Company’s board of Directors in person within directors, exposes the following thirty Company to ridicule, shame or business or financial risk; or (30iv) days, at which meeting the a material breach by Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, of any termination material provision of this Agreement will which remains uncorrected for 30 days following the Company’s written notice to Executive of such breach. If the Company terminates Executive’s employment for Cause, Executive shall be deemed entitled only to Executive’s pro rata salary through the date of such termination, and all future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company’s compensation and/or benefit plans, shall cease. In the case of a termination for Cause under subpart (i) above, (a) all stock options previously granted by the Company to Executive that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable for a period of 90 days following the date of termination for Cause, (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have occurred without Causenot vested prior to the date of termination for Cause shall be cancelled to the extent not then vested. In the case of a termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested.

Termination for Cause. The Company may terminate this Following Executive’s Termination for Cause, Employers shall pay Executive any accrued but unpaid Base Salary through the date of termination of Executive’s employment (payable in accordance with Employers’ normal payroll practices), and any earned but unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as provided in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the terms and conditions of the applicable plan and applicable award agreement. Executive shall have no right to any other compensation or benefits (except for vested benefits under any employee benefit plan in accordance with the terms of the plan and any right to continued health coverage under COBRA or similar state law) for any period after a Termination for Cause. For purposes of this Agreement, “Termination for Cause,” means: which shall be determined by Employers’ Boards of Directors in the reasonable exercise of their discretion and acting in good faith, is a termination of Executive’s employment as a result of Executive’s dishonesty; willful misconduct; incarceration for ten (a10) or more days; breach of fiduciary duties; intentional failure to perform his job duties; willful violation of any law (other than minor traffic violations or less serious offenses) or a final cease-and-desist order; the willful and continued regulatory suspension or removal of Executive as defined in Agreement paragraph 8; Executive’s failure or refusal to follow instructions of the Boards of Directors of Employers; or Executive’s material breach of the terms of this Agreement, which material breach of this Agreement is not cured (to the extent deemed curable by the Boards) by Executive within 10 calendar days after his receipt of Employers’ written notice thereof, including, without limitation, failure by Executive to perform substantially the Executive’s duties with and responsibilities in the Company or one manner and to the extent required under this Agreement. The termination of the Company Entities (other than Executive’s employment shall not be a failure resulting from incapacity due to physical or mental illness), after a written demand Termination for substantial performance is Cause unless and until there shall have been delivered to the Executive by the Board a copy of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in by the best interests affirmative vote of not less than two-thirds of the Companymembership of Employers’ Boards of Directors (other than Executive, if applicable) at a meeting of the Boards called and held for such purpose (after at least fifteen (15) days prior written notice of such meeting and Executive’s alleged improper conduct is communicated to Executive and Executive (together with Executive’s counsel) is given an opportunity to be heard before the Boards of Directors), finding that Executive is guilty of the conduct described as Termination for Cause and specifying in detail the grounds for its decision, and further that the specified conduct remains uncured pursuant to the terms hereof or was not capable of cure. In Employers’ Boards of Directors, in their discretion, may place Executive on a paid leave of absence for all or any portion of the event period of time from the delivery of the written notice described in this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after until the effective date of the Termination for Cause, or the date on which Executive returns to work from such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority paid leave of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeabsence.

Termination for Cause. The Company This Agreement may terminate this Agreement be terminated for CauseCause as hereinafter defined. For purposes of this Agreement, “Cause” meansshall mean: (ai) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer or any one of its Subsidiaries; (v) the willful and continued or negligent failure of the Executive to perform substantially his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of its Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment for any cause (except the Executive’s duties with death) specifying the Company or one of the Company Entities (other than grounds for such termination and shall be provided a failure resulting from incapacity due reasonable opportunity to physical or mental illness), after a written demand for substantial performance is delivered present to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious his position regarding any dispute relating to the Company. For purposes existence of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companysuch cause. In the event this Agreement is terminated of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive’s employment with the Employer for Cause, the Company will not have any obligation Executive shall be entitled to provide any further receive from the Employer only such payments or benefits as are due and owing to the Executive after as of the effective date of such termination. This Agreement will not be deemed to have If the Executive’s employment is terminated for Cause unless a written determination specifying pursuant to this Section, then the reasons for Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the effective date of such termination is made, approved by a majority and neither the Employer nor any of the independent and disinterested members of the Board of Directors of the Company and delivered its Subsidiaries shall have any further obligations to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate this Agreement Termination for Cause" shall mean termination because of Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institution industry. For purposes of this Agreementparagraph, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an no act or failure to act, act on the part of the Executive, will not Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s Executives action or omission was in the best interests interest of the CompanyBank. Any act, or failure to act, based on upon authority given pursuant to a resolution duly adopted by the Board of Directors or based on upon the advice of counsel for the Company will Bank 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 CompanyBank. In Notwithstanding the event this Agreement is terminated for Causeforegoing, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a written determination specifying copy of a resolution duly adopted by the reasons for such termination is made, approved by a majority affirmative vote of not less than three-fourths of the independent and disinterested members entire membership of the Board of Directors the Bank at a meeting of the Company Board called and delivered held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the ExecutiveBoard), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Thereafter, the Executive will shall not have the right to receive compensation or other benefits for a any period of thirty (30) days after Termination for Cause. Any stock options granted to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members Executive under any stock option plan of the Board Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive's receipt of Directors in person within the following thirty (30) daysNotice of Termination for Cause pursuant to Section 4 hereof, and shall not be exercisable by Executive at which meeting the Executive will have an opportunity any time subsequent to be heard. Failing such determination and opportunity Termination for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company This Agreement may terminate this Agreement be terminated for CauseCause as hereinafter defined. For purposes of this Agreement, “Cause” meansshall mean: (ai) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Company or any one of the Subsidiaries; (v) the willful and continued or negligent failure of the Executive to perform substantially his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer, the Company or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment for any cause (except the Executive’s duties with death) specifying the Company or one of the Company Entities (other than grounds for such termination and shall be provided a failure resulting from incapacity due reasonable opportunity to physical or mental illness), after a written demand for substantial performance is delivered present to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious his position regarding any dispute relating to the Company. For purposes existence of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companysuch cause. In the event this Agreement of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. If the Executive’s employment is terminated for CauseCause pursuant to this Section, then the Company will not have any obligation Employer shall only be required to provide any further payments or benefits to pay the Executive after such Base Salary as shall have accrued through the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying termination and neither the reasons for such termination is madeEmployer, approved by a majority the Company nor any of the independent and disinterested members of the Board of Directors of the Company and delivered Subsidiaries shall have any further obligations to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate Executive's employment pursuant to the terms of this Agreement at any time for Causecause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no right to compensation, bonus or reimbursement under Section 5, 6 or 8, or to participate in any employee benefit programs under Section 7, including the severance package provided for in Section 7.05, except as provided by law, for any subsequent to the effective date of termination. For purposes of this AgreementSection 9.02, “Cause” means"cause" shall mean: (ai) Executive is convicted of a felony which is directly related to Executive's employment or the willful and continued business of Company or could otherwise reasonably be expected to have a material adverse effect on Company's business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive’s repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of the Company’s Board directing Executive to perform substantially the services consistent with Executive’s duties with the Company or one status as an officer of the Company Entities Company, which refusal is not cured by Executive within twenty (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board 20) days of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or receipt of written notice thereof from Company (b) the willful engaging by the Executive in illegal conductprovided, gross misconduct or a clearly established violation of the Company’s written policies and procedureshowever, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will that if such breach cannot be considered cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “willfulcause” unless it such breach is done, or omitted to be done, by the Executive not cured in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of its entirety within thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members Executive’s receipt of the Board written notice of Directors in person within breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the following thirty effective performance of his duties; and (30vii) days, at Executive’s material breach of any obligations of Executive which meeting remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination requirements of Section 10 of this Agreement will be deemed to shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have occurred without Causebeen determined and no further appeals are permissible.

Termination for Cause. The Company may Myomo shall be entitled to terminate this Agreement and Executive’s employment immediately and without notice for “Cause”. For purposes of this Agreement, Termination for “Cause” meansshall mean termination based upon: (ai) the willful and continued failure of the by Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members follow directions of the Board of Directors in the handling of material matters which are consistent with Executive’s position; (ii) the Company and delivered willful or continued engagement by Executive in conduct which is materially injurious to the Executive. ThereafterMyomo, monetarily or otherwise, including, but not limited to, the disclosure by Executive of Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of his fiduciary duties to Myomo, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or employees or disparage Myomo or their officers, employees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the Employee Handbook; (vi) a material breach by Executive of this Agreement; or (vii) Executive’s willful absence from his employment or willful failure or refusal to perform or gross neglect in the performance of his duties or responsibilities hereunder. Where reasonable, prior to termination under subparagraphs (i) or (v) above, Myomo will provide Executive with written notice of any act or omission it believes constitutes Cause for termination, including stating the reasons for such belief, and Executive shall have the right for a period of thirty (30) days to request cure and/or to present his position regarding the matter. In the event of termination of Executive by Myomo for Cause, Myomo shall have no obligation to pay Executive anything other than any salary earned to date and to provide him with any benefit continuation rights as required by law. A termination for Cause will be effective upon Myomo’s delivery to Executive of a Board written notice advising him of Directors meeting to be held at his termination, provided that a mutually agreeable time and location to be attended by the members of the Board of Directors termination for Cause under subparagraphs (i) or (v), in person within the following circumstances where thirty (30) dayscalendar days advance written notice has been given, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeeffective on the thirty first (31st) calendar day after Executive’s receipt of said notice if the conduct constituting Cause has not, in the Company’s opinion, been corrected by Executive.

Termination for Cause. The Termination by the Company may terminate this Agreement of the Executive's employment for cause (hereinafter referred to as "Termination for Cause. For purposes of this Agreement), “Cause” means: shall mean termination upon (ai) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s 's material duties with the Company or one of the Company Entities (other than a any such failure resulting from the Executive's incapacity due to physical or mental illness), illness or any such failure after the issuance by the Executive for Good Reason of a Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement) after a written demand for substantial performance is delivered to the Executive by the Board of Directors Board, which demand specifically identifies the manner in which material duties that the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; performed, or (bii) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies conduct that is demonstrably and procedures, in each case which is materially and demonstrably injurious to the Company, monetarily or otherwise. For purposes of this provisionParagraph 6, an act no act, or failure to act, on the part of the Executive's part, will not shall be considered “deemed "willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s 's action or omission was in the best interests interest of the Company. Any act, or failure (iii) the conviction of the Executive of a felony, limited solely for a crime related to act, based on authority given pursuant to a resolution duly adopted by the Board business operations of Directors or based on the advice of counsel for the Company will be conclusively presumed to be doneCompany, or omitted that results in the Executive being unable to be donesubstantially carry out his duties as set forth in this Agreement, or (iv) the commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in good faith and in this paragraph to the best interests of the Company. In the event this Agreement is terminated for Causecontrary notwithstanding, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Termination for Cause unless and until the Board duly adopts a written determination specifying resolution by the reasons for such termination is made, approved by a majority affirmative vote of no less than three-quarters (3/4) of the independent and disinterested members entire membership of the Board, at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Company Board, the Executive was guilty of conduct described in Subparagraphs (i), (ii) or (iv) of this paragraph and specifying the particulars thereof in detail and a certified copy of such resolution is delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate this Agreement the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” meansshall mean the occurrence of one or more of the following events: (ai) the willful and continued failure of the Executive to perform substantially the Executive’s willful failure or refusal to perform his material duties to the Company or its affiliates, (ii) the Executive’s willful disregard of any lawful instructions of the Board that are consistent with the Company’s By-laws and the Executive’s positions with the Company or one of the Company Entities its affiliates, (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed iii) the Executive’s duties; willful misconduct or gross negligence in the performance of his material duties to the Company, (biv) the willful engaging Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude, (v) the commission by the Executive in illegal conductof a willful act of fraud or material dishonesty with respect to any material matter involving the Company, gross misconduct its affiliates or a clearly established violation any of the Company’s written policies and procedurescustomers or clients, (vi) the Executive fails or refuses to meaningfully cooperate with any internal or external investigation involving the Company or its affiliates or their business, without good cause, or (vii) any government regulatory agency recommends or orders, in each either case in writing, that the Company of the Bank terminate the employment of Executive or relieve him of his duties (other than solely as a result of any future legislation, regulations or judicial decision which makes Executive ineligible to hold certain offices at both the Company and the Bank). Notwithstanding the foregoing, in no event shall the Executive’s employment be considered to have been terminated for “Cause” unless and until the Executive receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is materially guilty of acts or omissions constituting Cause, which resolution has been duly adopted by an affirmative vote of a majority of the Board. Any such vote shall be taken at a meeting of the Board called and demonstrably injurious held for such purpose, after reasonable written notice is provided to the Company. For purposes Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and specifically referencing applicable provision(s) of this provisionSection 6(a), and the Executive is given an act or failure opportunity, together with counsel, to act, on be heard before the part Board. In the case of the first occurrence of any of the above enumerated “Cause” events, the Executive shall have the opportunity to cure, if curable, any such acts or omissions within 15 days following the Executive’s receipt of such resolution. Where used in this Section 6(a), will not be considered the term “willful” unless it is done, shall require that the action or omitted to be done, by the Executive omission was done in bad faith or and without reasonable belief that the Executive’s 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 resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may Corporation shall have the right at any time to terminate this Agreement Executive's employment hereunder for Cause. For purposes of this Agreement, “the following shall constitute Cause” means: (ai) the willful and continued repeated failure of the Executive to perform substantially any material duties hereunder or the gross negligence of Executive in the performance of such duties, and if such failure or negligence is susceptible of cure by Executive’s duties , the failure to effect such cure within 10 days after written notice of such breach is given to Executive; (ii) the failure of Executive to devote his full time, attention, knowledge and skills in furtherance of the business of the Corporation; (iii) unexplained, willful and regular absences of Executive from the Corporation unrelated to the Corporation's business; (iv) excessive use of alcohol or illegal drugs by Executive interfering with the Company performance of Executive's duties hereunder; (v) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or one the violation of any law or ethical rule by Executive relating to Executive's employment; (vi) Executive being charged with a felony or Executive being charged with any crime involving moral turpitude by Executive; (vii) Executive intentionally, recklessly or dishonestly acting in a manner contrary to the best interests of the Company Entities Corporation; or (viii) the breach by Executive of any other than a material provision of this Agreement, and if such breach is susceptible of cure by Executive, the failure resulting from incapacity due to physical or mental illness), effect such cure within 30 days after a written demand notice of such breach is given to Executive. Any determination of termination of Executive's employment hereunder for substantial performance is delivered to the Executive Cause shall be made by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the CompanyDirectors. For purposes of this provisionAgreement, an act or failure to act, on the part of the Executive, will not action shall be considered “"willful” unless " if it is donedone intentionally, purposely or omitted to be doneknowingly, by the Executive in bad faith as distinguished from an act done carelessly, thoughtlessly or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeinadvertently.

Termination for Cause. The Immediately following notice of termination for “Cause” (as defined below), specifying such Cause, given by the Company may terminate (termination pursuant to this Agreement Section 6.4 being referred to herein as termination for “Cause”). For purposes of this AgreementAs used herein, “Cause” means: means (ai) termination based on Executive’s conviction or plea of “guilty” or “no contest” to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed (other than one involving Limited Vicarious Liability), any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful and continued misconduct that materially injures the Company (whether or not a felony); (ii) Executive’s substance abuse that in any manner interferes with the performance of his duties; (iii) Executive’s failure of the Executive to perform substantially the Executive’s responsibilities, functions and duties attached to the position with the Company or one a refusal to perform his duties at all or in a reasonably acceptable manner; (iv) Executive’s failure to follow the lawful and proper directives of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies that are within the manner in which the Board scope of Directors believes that the Executive has not substantially performed the Executive’s duties; or (bv) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the CompanyExecutive’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes material breach of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the CompanyAgreement. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board determination of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved shall be made by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of after having first given thirty (30) days written notice to request a Board Executive of Directors meeting to be held at a mutually agreeable time such determination, and location to be attended by afforded Executive the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heardheard by the full Board of Directors. Failing such determination and opportunity for hearingNotwithstanding any other provision in this Agreement, any termination if Executive is terminated pursuant to subsection (iii) of this Agreement will be deemed Section 6.4 for poor job performance, excluding refusal to perform his duties, Executive shall have occurred without Causesixty (60) days to cure the behavior upon which the threatened termination is based. For the purpose of this provision, the term “Limited Vicarious Liability” shall mean any liability which is based on acts of Company for which Executive is responsible solely as a result of his office(s) with Company; provided that (A) he was not directly involved in such acts and either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (B) after consulting with Company's counsel, he reasonably believed that no law was being violated by such acts.

Termination for Cause. The Company may terminate this Agreement Employee's employment for Cause"cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, “Cause” means: the term "cause" shall be limited to (ai) the willful and continued failure non-appealable conviction of the Executive to perform substantially the Executive’s duties with the Company a felony or one of the Company Entities (other than a failure resulting from incapacity due to physical any crime involving fraud or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes misrepresentation that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of adversely affects the Company’s written policies and procedures, 's reputation in each case a material way; (ii) Employee's gross negligence or willful misconduct which is materially and demonstrably injurious to the Company, (iii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties and the continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Agreement with written notice thereof, and an appropriate period to cure such breach if such breach is curable. For purposes of this provisionsection, an no act or failure to act, act on the Employee's part of the Executive, will not shall be considered “"gross' or "willful” " unless it is done, or omitted to be done, by the Executive Employee not in bad good faith or and without reasonable belief that the Executive’s his action or omission was in the best interests interest of the Company. Any actNotwithstanding any term or provision of this Agreement to the contrary, termination shall not be considered for cause if the termination resulted from bad judgment or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based negligence on the advice part of counsel for Employee or an act or omission which Employee believed at the Company will be conclusively presumed time to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company, or not opposed to such interests. In Company shall pay Employee his full Base Salary and benefits through the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such terminationtermination at the then current rate (including any applicable pro rated bonus and accrued vacation pay). This Agreement will not be deemed Company shall have no other liabilities or obligations to Employee. All stock options, if any, which have terminated for Cause unless a written determination specifying become vested and exercisable on or before the reasons termination date shall remain vested and exercisable for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors as specified in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseEmployee's stock option agreement(s).

Termination for Cause. The Company may terminate this Agreement Executive's ----------------------- employment hereunder for Cause. For purposes of this Agreement, “the Company shall have "Cause” means: " to terminate Executive's employment hereunder upon (ai) the willful and continued failure of the by Executive to substantially perform substantially the Executive’s his duties with the Company or one of the Company Entities hereunder (other than a any such failure resulting from Executive's incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive by the Board of Directors which Company specifically identifies identifying the manner in which the Board of Directors Company believes that the Executive has not substantially performed the Executive’s his duties; , or (bii) the Executive being convicted of a crime constituting a felony, or (iii) the Executive intentionally committing acts or failing to act, either of which involves willful malfeasance with the intent to maliciously harm the business of the Company, or (iv) the willful engaging violation by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, provisions of Section 8 hereof provided that such violation results in each case which is materially and demonstrably injurious material injury to the Company. For purposes of this provisionNo act, an act or failure to act, on the Executive's part of the Executive, will not shall be considered “"willful” " unless it is intentionally done, or intentionally omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s his action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a written determination specifying copy of a resolution, duly adopted by the reasons for such termination is made, approved by affirmative vote of not less than a majority of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within the following thirty called and held for such purpose (30) days, at which meeting the after reasonable notice to Executive will have and an opportunity for him, together with his counsel, to be heard. Failing such determination and opportunity for hearingheard before the Board), any termination finding that, in the good faith opinion of the Board, Executive conducted, or failed to conduct, himself in a manner set forth above in clause (i), (ii), (iii), or (iv) of this Agreement will Section 5(c), and specifying the particulars thereof in detail. Any dispute as to whether Cause to dismiss Executive exists, shall be deemed resolved by arbitration conducted in Los Angeles, California in accordance with the rules of the American Arbitration Association and by a single arbitrator reasonably acceptable to have occurred without CauseExecutive and the Company.

Termination for Cause. (a) The Company may terminate this Agreement the Executive’s employment for Cause. For the purposes of this Agreement, the Company shall have “Cause” means: to terminate employment hereunder only (ai) if termination shall have been the result of an act or acts of dishonesty by the Executive constituting a felony and resulting or intended to result directly or indirectly in substantial gain or personal enrichment to the Executive at the expense of the Company; or (ii) upon the willful and continued failure of by the Executive substantially to perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a any such failure resulting from incapacity due to mental or physical or mental illness), ) after a written demand in writing for substantial performance is delivered to the Executive by the Board of Directors Board, which demand specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive’s duties; employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (i) bad judgment or negligence, or (bii) the willful engaging by any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in illegal conduct, gross misconduct good faith to have been in or a clearly established violation not opposed to the interest of the Company’s written policies and procedures, or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-Laws of the Company or the laws of the State of Delaware, in each case which is materially and demonstrably injurious to as in effect at the Company. For purposes time of this provision, an such act or failure to act, on the part of the Executive, will omission. The Executive shall not be considered “willful” deemed to have been terminated for Cause unless it is done, or omitted and until there shall have been delivered to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests him a copy of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within called and held for the following thirty purpose (30) days, at which meeting after reasonable notice to the Executive will have and an opportunity for him, together with his counsel, to be heard. Failing such determination and opportunity for hearingheard before the Board), any termination finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (i) or (ii) of the first sentence of this Agreement will be deemed to have occurred without Causeparagraph and specifying the particulars thereof in detail.

Termination for Cause. The Company PNMAC or PFSI may terminate Executive’s employment or services under this Agreement for Cause. For purposes of this Agreement, “Cause” meansby written Notice of Termination. A termination for Cause is a termination by reason of: (ai) the willful and continued failure a material breach of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities this Agreement (other than as a failure resulting from result of incapacity due to physical death or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (bDisability) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, committed by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement which is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of remedied within thirty (30) days of Executive’s receipt of a notice to request cure such breach; (ii) Executive’s conviction by a Board court of Directors meeting competent jurisdiction of a felony involving dishonesty or moral turpitude, provided, however, that any convictions solely on the basis of vicarious liability shall not give PNMAC or PFSI the right to be held at a mutually agreeable time and location to be attended terminate Executive for Cause; (iii) entry of an order duly issued by the members any federal or state regulatory agency having jurisdiction of the Board matter removing Executive from office of Directors PFSI or any its subsidiaries or permanently prohibiting him from participating in person within the following thirty conduct of the affairs of PFSI or any of its subsidiaries; or (30iv) days, at which meeting proven acts of fraud or willful misconduct committed by Executive in connection with the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination performance of his duties under Section 2 of this Agreement will which result in material injury to PFSI or any of its subsidiaries. In the event of a termination for Cause pursuant to this Section 7(c), Executive shall be deemed entitled to have occurred without receive (a) his base salary for the entire period up to and including the date of Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. If Executive is convicted of a felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the conduct of the affairs of PFSI or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the matter, and if the charges resulting in such removal or prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive, or if the felony conviction is overturned on appeal, then Executive’s termination shall be treated as a Termination Other Than for Cause pursuant to Section 7(d).

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes Cause by service of this Agreement, “Cause” means: (a) the willful and continued failure written notice of the Executive event constituting Cause, and such Cause continues for a period of thirty (30) days after written notification; provided, however, that in the event Cause can’t or is unable to perform substantially the Executive’s duties with the Company or one of the Company Entities be cured, then subject to this subsection (other than a failure resulting from incapacity due to physical or mental illnessb), after a termination for Cause shall happen immediately following delivery of written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companynotice. In the event this Agreement is terminated by the Company for Cause, the Company will not have any further obligations towards Executive hereunder including, without limitation, any obligation of the Company to provide any further payments or benefits to the Executive after the effective date of such termination. This For purposes of this Agreement, “Cause” shall mean any of the following: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by Executive; (2) grossly negligent or intentional damage to the Company’s reputation or assets caused by Executive; (3) grossly negligent or intentional disclosure by Executive of Confidential Information (as defined below) contrary to Executive’s obligations set forth herein; (4) the willful and continued failure by Executive to substantially perform required duties for the Company (other than as a result of Disability or death); (5) a material breach of this Agreement will not be deemed by Executive; or (6) the willful engagement in illegal conduct, gross misconduct by Executive, or a clearly established violation by Executive of the Company’s written policies and procedures, which is demonstrably and materially injurious to have terminated the Company, monetarily or otherwise. Any termination for Cause unless a written determination specifying the reasons for such termination is made, must be approved by a majority of the disinterested or independent and disinterested members of the Board of Directors of the Company and Directors. If written notice has been delivered to the Executive. ThereafterExecutive alleging termination for Cause, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) daysDirectors, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearinghearing within thirty (30) days after delivery of the Company’s written notice, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company (a) NRF may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure effective upon 60 days’ prior written notice of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting termination from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the manner part of Asset Manager in which the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors believes determines that qualification for taxation as a REIT under the Executive has not substantially performed U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Executive’s duties; or (b) the willful engaging by the Executive Internal Revenue Service, in illegal conduct, gross misconduct or a clearly established violation closing agreement made under section 7121 of the Company’s written policies and proceduresCode, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination provision of this Agreement caused or will be deemed cause NRF to have occurred without Causefail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF.

Termination for Cause. The Company may terminate this Agreement Executive shall have no right to compensation or other benefits for any period after a Termination for Cause. For purposes Termination for Cause shall be determined by the Bank Board in the reasonable exercise of its discretion and acting in good faith, and shall include termination because of Executive’s personal dishonesty; willful misconduct; breach of fiduciary duties involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule, or regulation (other than traffic violations or similar offenses); or a final cease-and-desist order; the regulatory suspension or removal of Executive as defined in paragraphs 8(a) and (b) hereof; the failure of Executive to follow reasonable written instructions of the Bank Board; or a material breach by Executive of any provision of this Agreement, “Cause” means: (a) the willful The termination of employment of Executive shall not be deemed to be a Termination for Cause unless and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is until there shall have been delivered to the Executive by the Board a copy of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Bank Board at a meeting of the Board called and held for such purpose (after at least ten (10) days’ prior notice of such meeting is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board of Directors or based on Directors), finding that, in the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members opinion of the Board of Directors Directors, Executive is guilty of the Company conduct described herein and delivered to specifying the Executiveparticulars thereof in detail. Thereafter, the Executive will have the right Said Termination for a period of Cause shall not be effective until thirty (30) days after such resolution is adopted, during which time Executive shall be afforded the opportunity to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of petition the Board of Directors for reconsideration of such resolution. The Bank Board, in person within its discretion, may suspend Executive, with pay, for all or any portion of the following thirty (30) days, at which meeting period of time from the Executive will have an opportunity to be heard. Failing such determination and opportunity delivery of the notice described herein until the effective time of the Termination for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company Board may terminate the Executive's employment by the Companies under this Agreement agreement for Cause. For cause; however, for purposes of this Agreement, “Cause” means: agreement "cause" shall mean only (ai) the willful and continued failure Executive's confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive's certification of materially inaccurate financial or other information pertaining to the Companies (or either of them) or any of the Executive to perform substantially the Executive’s duties with the Company or one respective subsidiaries of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board Companies with actual knowledge of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, such inaccuracies on the part of the Executive, will not be considered “willful” (iii) the Executive's refusal or willful failure to cooperate with an investigation by a governmental agency pertaining to the financial or other business affairs of the Companies (or either of them) or any of the respective subsidiaries of the Companies unless it such refusal or willful failure is donebased upon a written directive of the Board or the written advice of counsel, (iv) the Executive's excessive absenteeism (other than by reason of physical injury, disease, or omitted mental illness) without a reasonable justification and failure on the part of the Executive to be donecure such absenteeism within twenty (20) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth the particulars of such absenteeism, (v) material violation by the Executive of the provisions of Paragraph 11, (vi) habitual and material negligence by the Executive in bad faith the performance of his duties and responsibilities under or without reasonable belief that pursuant to this agreement and failure on the Executive’s action or omission was in the best interests part of the Company. Any act, or failure Executive to act, based on authority given pursuant to cure such negligence within twenty (20) days after his receipt of a resolution duly adopted by written notice from the Board or the Chief Executive Officer of Directors or based on CSGS setting forth in reasonable detail the advice particulars of counsel for the Company will be conclusively presumed to be donesuch negligence, or omitted to be done, (vii) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (viii) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (ix) a material breach by the Executive of any of his fiduciary duties to the Companies (or either of them) or any of the respective subsidiaries of the Companies and, if such breach is curable, the Executive's failure to cure such breach within ten (10) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (x) willful misconduct or fraud on the part of the Executive in the performance of the Executive's duties under this agreement as determined in good faith and in by the best interests Board. In no event shall the results of operations of the Company. In the event this Agreement is terminated for Cause, the Company will not have Companies or any obligation to provide any further payments or benefits to business judgment made in good faith by the Executive after constitute an independent basis for termination for cause of the effective date Executive's employment under this agreement. Any termination of such termination. This Agreement will not the Executive's employment for cause must be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved authorized by a majority of the independent and disinterested members vote of the Board taken not later than six (6) months after a majority of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board (other than the Executive if he is a member of Directors in person within the following thirty (30Board) dayshave actual knowledge of the occurrence of the event or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by the Board for cause, at which meeting then the Executive will have an opportunity be entitled to be heard. Failing such determination receive the following compensation and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.benefits from the Companies:

Termination for Cause. The Company may terminate Notwithstanding any other provision of this Agreement, this Agreement may be terminated by the Company at any time for Cause. For purposes of this Agreement, “Cause” the word "CAUSE" means: (ai) an act or acts of personal dishonesty taken by the willful Executive and continued failure intended to result in the direct or indirect personal enrichment of the Executive to perform substantially at the Executive’s duties with the Company or one expense of the Company Entities (other than a failure resulting from incapacity due except that disputes regarding expense reimbursement shall not be subject to physical or mental illness), after a written demand for substantial performance is delivered to the Executive this clause and shall instead be resolved in good faith by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed and the Executive’s duties; or ), (bii) subject to the willful engaging following sentences, violation by the Executive in illegal conduct, gross misconduct of his material obligations or a clearly established violation of the Company’s representations under this Agreement which are demonstrably willful and deliberate and which are not remedied within 30 days after written policies and procedures, in each case which is materially and demonstrably injurious notice to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it or (iii) the conviction of the Executive of any criminal act which is done, or omitted to be done, a felony. Upon a determination by the Executive in bad faith or without reasonable belief Company that the Executive’s action or omission was in the best interests cause exists under clause (ii) of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Causepreceding sentence, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless shall cause a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members special meeting of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be called and held at a time mutually agreeable time and location convenient to be attended by the members of the Board of Directors and the Executive, but in person within no event later than 10 business days after the following thirty Executive's receipt of the notice contemplated in clause (30) daysii). The Executive shall have the right to appear at such special meeting with legal counsel of his choosing to refute any determination of Cause specified in such notice, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will by reason of such Cause determination shall not be deemed effective until the Executive is afforded such opportunity to appear before the Board of Directors. Any notice of termination for Cause pursuant to clause (i) or (iii) of the second sentence of this Section shall be made in writing to the Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Section, the Executive shall be entitled to be paid his Base Salary to the date of termination and the Company shall have occurred without Causeno further liability under this Agreement to the Executive (other than for reimbursement of business expenses incurred prior to the termination date, in accordance with Section 3(a)).

Termination for Cause. The Company This Agreement may terminate this Agreement be terminated for CauseCause as hereinafter defined. For purposes of this Agreement, “Cause” meansshall mean: (ai) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform her duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer, the Holding Company or the Subsidiaries; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of her duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Holding Company or any one of the Subsidiaries; (v) the willful and continued or negligent failure of the Executive to perform substantially her duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate her employment for any cause (except the Executive’s duties with death) specifying the Company or one of the Company Entities (other than grounds for such termination and shall be provided a failure resulting from incapacity due reasonable opportunity to physical or mental illness), after a written demand for substantial performance is delivered present to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious her position regarding any dispute relating to the Company. For purposes existence of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companysuch cause. In the event this Agreement is terminated of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive’s employment with the Employer for Cause, the Company will not have any obligation Executive shall be entitled to provide any further receive from the Employer only such payments or benefits as are due and owing to the Executive after as of the effective date of such termination. This Agreement will not be deemed to have If the Executive’s employment is terminated for Cause unless a written determination specifying pursuant to this Section, then the reasons for Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the effective date of such termination is made, approved by a majority and neither the Employer nor any of the independent and disinterested members of the Board of Directors of the Company and delivered Subsidiaries shall have any further obligations to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may immediately terminate this Agreement Employee’s employment hereunder for “Cause”. For purposes of this Agreement, “Cause” meansincludes, but is not limited to: (a) Employee’s breach of this Agreement or Company policy; (b) Employee’s material failure or refusal to perform Employee’s duties as a Company employee (including, without limitation, Employee’s material failure to follow the willful and continued failure lawful direction of the Executive CEO or Board or Employee’s gross negligence, willful misconduct, chronic absenteeism, or habitual neglect in the performance of such duties; (c) Employee’s conviction or entry of a nolo contender plea to perform substantially the Executivea felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any other crime which materially affects Company’s duties with the Company or one any of the Company Entities its affiliate’s business; (d) Employee’s indictment for a crime (other than a failure resulting from incapacity due to physical minor traffic violation or mental illness)misdemeanor) or any offense involving moral turpitude, after a written demand for substantial performance is delivered to when the Executive by CEO or Board in his, her or its reasonable discretion determines that Employee can no longer satisfactorily perform the Board duties of Directors which specifically identifies Employee’s job or that Employee’s continuing service would materially have an adverse effect on the manner business interests or reputation of Company or any of its affiliates; (e) Employee’s commission of any act of fraud, embezzlement, misappropriation, dishonesty, theft, or insubordination; (f) Employee’s illegal use of drugs in which the Board of Directors believes that the Executive has not substantially performed the Executiveworkplace; and (g) Employee’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to acthonor Employee’s fiduciary duties to Company, on including the part of the Executive, will not be considered “willful” unless it is done, or omitted duty to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was act in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement Cause will not be deemed to have terminated for Cause exist under (a), (b) and (g) of this paragraph unless a and until Company provides Employee written determination specifying the reasons for such termination is made, approved by a majority notice of the independent reason and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an -day opportunity to be heard. Failing such determination cure and opportunity for hearing, any termination of this Agreement will be deemed Employee fails to have occurred without Causecure.

Termination for Cause. The Company may terminate this Agreement If the Executive’s employment is terminated by the Corporation for Cause, the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to the fiscal year of the Corporation most recently ended, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation. Such payments shall be made to the Executive within sixty (60) days of the date of the Executive’s termination. Also, if the Executive’s employment is terminated by the Corporation for Cause, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this Agreement, the term “Cause” means: shall be limited to (ai) action by the Executive involving willful disloyalty to the Corporation, such as embezzlement, fraud, misappropriation of corporate assets or a breach of the covenants set forth in Sections 10 and 11 below; or (ii) the Executive being convicted of a felony; or (iii) the Executive being convicted of any lesser crime or offense committed in connection with the performance of his duties hereunder or involving moral turpitude; or (iv) the intentional and willful and continued failure of by the Executive to substantially perform substantially his duties hereunder as directed by the Board (other than any such failure resulting from the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), disability) after a written demand for substantial performance is delivered to made on the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseDirectors.

Termination for Cause. (1) The Company may terminate this Agreement the Executive's employment and the Employment Period for Cause. For the purposes of this Agreement, “Cause” means: the Company shall have "CAUSE" to terminate employment hereunder only (aA) if termination shall have been the result of an act or acts of willful misconduct materially injurious to the Company, monetarily or otherwise, or (B) upon the willful and continued failure of by the Executive substantially to perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a any such failure resulting from incapacity due to mental or physical or mental illness), ) after a written demand in writing for substantial performance is delivered to the Executive by the Board of Directors Directors, which demand specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive’s duties; 's employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (i) bad judgment or negligence, or (bii) the willful engaging by any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in illegal conduct, gross misconduct good faith to have been in or a clearly established violation not opposed to the interest of the Company’s written policies and procedures, or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Articles of Incorporation of the Company or the laws of the State of Florida, in each case which is materially and demonstrably injurious to as in effect at the Company. For purposes time of this provision, an such act or failure to act, on the part of the Executive, will omission. The Executive shall not be considered “willful” deemed to have been terminated for Cause unless it is done, or omitted and until there shall have been delivered to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests him a copy of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests not less than three-quarters of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within called and held for the following purpose (after not less than thirty (30) days, at which meeting ' written notice to the Executive will have and an opportunity for him together with his counsel, to be heard. Failing heard before the Board of Directors, such determination and opportunity for hearing, any notice of meeting to indicate the specific termination provision of this Agreement will be deemed relied upon and specify in reasonable detail the facts and circumstances claimed to have occurred without Causeprovide a basis for termination under the provision so indicated), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail.

Termination for Cause. The Company Employer may terminate this Agreement the Executive's employment at any time for Cause, after providing Executive with at least 30 days' notice of such proposed termination and 15 days to remedy the alleged defect. For purposes of In this Agreement, “"Cause” means: (a) " means the willful wilful and continued failure of by the Executive to perform substantially perform, or otherwise properly carry out, the Executive’s 's duties with on behalf of Parent or an affiliate, or to follow, in any material respect, the Company lawful policies, procedures, instructions or one directions of the Company Entities Employer or any applicable affiliate (other than a any such failure resulting from the Executive's disability or incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to or the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; wilfully or (b) the willful intentionally engaging by the Executive in illegal or fraudulent conduct, gross misconduct financial impropriety, intentional dishonesty, breach of duty of loyalty or a clearly established violation of the Company’s written policies and procedures, in each case any similar intentional act which is materially and demonstrably injurious to Parent or an affiliate, or which may have the Companyeffect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this provisiondefinition, an act no act, or failure to act, on the part of the Executive, will not an Executive shall be considered “willful” "wilful" unless it is done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s 's action or omission was in omissions were in, or not opposed to, the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith Employer and in the best interests of the Companyits affiliates. In the event this Agreement is terminated of termination for Cause, all unvested stock options or other awards granted to the Executive pursuant to the terms of the Parent's Stock Option Plan (the "Option Plan") will immediately be void on the date the Employer notifies the Executive of such termination. In the event of termination for Cause, the Company will not have rights of the Executive with respect to any obligation to provide any further payments or benefits performance share units ("PSUs") granted pursuant to the Executive after Parent's Performance Share Unit Plan (the effective date of such termination. This Agreement "PSU Plan") will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered governed pursuant to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CausePSU Plan.

Termination for Cause. The Termination for Cause", as hereinafter defined, may be effected by the Company may terminate at any time during the term of this Agreement by written notification to Executive, specifying in detail the basis for the Termination for Cause. For purposes Upon Termination for Cause, Executive shall immediately be paid all accrued salary, bonus compensation to the extent earned for the calendar year immediately preceding termination, any benefits under any plans of this Agreementthe Company in which the Executive is a participant to the full extent of the Executive's rights under such plans, “accrued vacation pay for the year in which termination occurs, and any appropriate business expenses incurred by Executive reimbursable by the Company in connection with his duties hereunder, all to the date of termination, but Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. "Termination for Cause” means: " shall mean termination by the Company of Executive's employment by the Company by reason of (a) an order of any federal or state regulatory authority having jurisdiction over the Company, (b) the willful and continued failure of the Executive substantially to perform substantially the Executive’s his duties with the Company or one of the Company Entities hereunder (other than a any such failure resulting from incapacity due to Executive’s physical or mental illness), after ; (c) a willful breach by Executive of any material provision of this Agreement or of any other written demand for substantial agreement with the Company or any of its Affiliates; (d) Executive’s commission of a crime that constitutes a felony or other crime of moral turpitude or criminal fraud; (e) chemical or alcohol dependency which materially and adversely affects Executive's performance is delivered of his duties under this Agreement; (f) any act of disloyalty or breach of responsibilities to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging Company by the Executive in illegal conduct, gross misconduct which is intended by the Executive to cause material harm to the Company; (g) misappropriation (or a clearly established violation attempted misappropriation) of any of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act funds or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, property; or omitted to be done, by the Executive in bad faith or without reasonable belief that the (h) Executive’s action or omission was in the best interests material violation of the Company. Any act, or failure any Company policy applicable to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company Employer may terminate this Agreement the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. For purposes of In this Agreement, “Cause” means: (a) means the willful wilful and continued failure of by the Executive to perform substantially perform, or otherwise properly carry out, the Executive’s duties with on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the Company lawful policies, procedures, instructions or one directions of the Company Entities Employer or any applicable affiliate (other than a any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to or the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; wilfully or (b) the willful intentionally engaging by the Executive in illegal or fraudulent conduct, gross misconduct financial impropriety, intentional dishonesty, breach of duty of loyalty or a clearly established violation of the Company’s written policies and procedures, in each case any similar intentional act which is materially and demonstrably injurious to RBA Pubco or an affiliate, or which may have the Companyeffect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this provisiondefinition, an act no act, or failure to act, on the part of the Executive, will not a Executive shall be considered “willfulwilful” unless it is done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s action or omission was in omissions were in, or not opposed to, the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith Employer and in the best interests of the Companyits affiliates. In the event this Agreement is terminated of termination for Cause, all unvested stock options granted to the Executive pursuant to the terms of the RBA Pubco’s Stock Option Plan (the “Option Plan”) will immediately be void on the date the Employer notifies the Executive of such termination. The Executive will have 30 days from the date of termination to exercise any options which have vested prior to the date of termination, subject to the terms and conditions of the Option Plan and the applicable individual option agreements. In the event of termination for Cause, the Company will not have rights of the Executive with respect to any obligation to provide any further payments or benefits performance share units (“PSUs”) granted pursuant to the Executive after RBA Pubco’s Performance Share Unit Plan (the effective date of such termination. This Agreement “PSU Plan”), and pursuant to any and all PSU grant agreements, respectively, will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered governed pursuant to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CausePSU Plan.

Termination for Cause. The If the Company may determines to terminate Executive’s employment during the Term of Employment for Cause, as defined herein, the Company shall have no liability to Executive other than to pay Executive’s wages and benefits through the effective date of Executive’s termination, it being understood that the Initial RSUs, to the extent then unvested, shall be forfeited. Executive, however, will continue to be bound by all provisions of this Agreement for Causethat survive termination of employment. For purposes of this Agreement, “Cause” meansshall mean: (a1) Executive’s willful and continued gross neglect of duties, (2) the willful engaging by Executive in illegal conduct that is materially and continued failure of the Executive demonstrably injurious to perform substantially the Executive’s duties with the Company or one (3) the willful engaging by Executive in gross misconduct that is materially and demonstrably injurious to the Company, which, in the case of the Company Entities clauses (other than a failure resulting from incapacity due to physical or mental illness1) and (3), has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Board of Directors which that specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; grossly neglected his duties or (b) the willful engaging by the Executive has engaged in illegal conductgross misconduct. No act, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on upon authority given pursuant to a resolution duly adopted by the Board of Directors or based on upon the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the The cessation of employment of Executive after the effective date of such termination. This Agreement will shall not be deemed to have terminated be for Cause unless and until there shall have been delivered to Executive a written determination specifying copy of a resolution duly adopted by the reasons for such termination is made, approved by a majority affirmative vote of not less than three-quarters of the independent and disinterested members entire membership of the Board of Directors (excluding Executive, if Executive is a member of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30Board) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within the following thirty called and held for such purpose (30) daysafter reasonable notice is provided to Executive and Executive is given an opportunity, at which meeting the Executive will have an opportunity together with counsel for Executive, to be heard. Failing such determination heard before the Board), finding that, in the good faith opinion of the Board, Cause exists and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causespecifying the particulars thereof in detail.

Termination for Cause. The Company Employer may terminate this Agreement Executive’s employment for cause as hereinafter defined. “Cause” shall mean: (i) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or its Affiliates; (ii) Executive’s commission of an action constituting a felony, an act of dishonesty in connection with the performance of Executive’s duties as an officer of Employer, or an act which disqualifies Executive from serving as an officer of Employer; (iii) Executive’s willful or negligent failure to perform his duties hereunder in any material respect; (iv) Executive’s failure (as determined by the Board of Directors of Employer (the “Board”)) to comply with the reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board or the President and Chief Executive Officer, provided that the implementation of such rules, regulations, policies, directions and restrictions would not give the Executive the right to terminate for Constructive Discharge under Section 6(c)(i)(B) unless Executive did not object in writing to such rules, regulations, policies, directions or restrictions within ten (10) days after their implementation; or (v) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days’ prior written notice of Employer’s intention to terminate Executive’s employment for any Cause specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board Executive’s position regarding any dispute relating to the existence of such cause. Upon a termination of Executive’s employment with Employer for Cause, Executive shall be entitled to receive from Employer only the Earned Amounts and Employer shall not be obligated to pay Executive any bonus or other compensation of any kind, or have any further obligations to Executive; provided, however, Executive shall not forfeit any rights Executive may have under any welfare or retirement benefit plans of Employer. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not employment shall be deemed to have been terminated for Cause unless as of the date of termination if, after Executive’s employment is terminated, facts and circumstances are discovered that would have justified, in the Board’s opinion, a written determination specifying the reasons termination for such Cause. If Executive’s termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting determined to be held at a mutually agreeable time and location for Cause as provided in the immediately preceding sentence, Executive shall, upon notice from Employer, immediately repay all amounts paid to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity pursuant to be heard. Failing such determination and opportunity for hearing, any his termination of this Agreement will be deemed to have occurred without Causeemployment.

Termination for Cause. The Company may Board may, during the Term, without notice to the Executive, terminate this Agreement and discharge the Executive for Cause, whereupon the respective rights and obligations of the parties hereunder shall terminate; provided, however, that the Company shall immediately pay the Executive any amount due and owing pursuant to Articles 3, 4, and 5, prorated to the date of termination; provided, further, however, that no termination for Cause may occur without the Executive having the right to a hearing with the Executive's counsel present. For purposes As used herein, the term "for Cause" shall refer to the termination of this Agreement, “Cause” meansthe Executive's employment as a result of any one or more of the following: (ai) the willful and continued failure any conviction of the Executive to perform substantially for a felony; (ii) the Executive’s duties with the Company or one gross willful misconduct of the Company Entities (other than Executive which has a failure resulting from incapacity due to physical direct and material injurious effect on the business or mental illness), after a written demand for substantial performance is delivered to reputation of the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesCompany; or (biii) the willful engaging by gross dishonesty of the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is directly and materially and demonstrably injurious to the business and reputation of the Company. For purposes of this provisionSection 6.1, an no act or failure to act, on the part of the Executive, will not shall be considered “"willful” unless " if it is done, or omitted to be done, by the Executive in bad good faith or without with reasonable belief that the Executive’s his action or omission was in the best interests interest of the Company. Any act, The Executive shall have the opportunity to cure any such acts or failure to act, based on authority given pursuant to omissions (other than item (i) above) within fifteen (15) days of the Executive's receipt of a resolution duly adopted by the Board finding that, in the good faith opinion of Directors or based on the advice of counsel for the Company will be conclusively presumed to be doneBoard, or omitted to be done, by the Executive in good faith and in the best interests is guilty of the Company. In the event this Agreement is terminated for acts or omissions constituting "Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date ," which resolution has been duly adopted by an affirmative vote of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent Board (excluding the Executive and disinterested members any individual alleged to have participated in the acts constituting "Cause"). Any such vote shall be taken at a meeting of the Board of Directors of the Company called and delivered held for such purpose, after reasonable written notice is provided to the Executive. Thereafter, Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting is given an opportunity, together with his counsel, to be held at a mutually agreeable time and location to be attended by heard before the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseBoard.

Termination for Cause. The Company may terminate this Agreement Immediately following notice of termination for "Cause. For purposes of this Agreement" (as defined below), “specifying such Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with , given by the Company (termination pursuant to this Section 6.2 being referred to herein as termination for "Cause"). As used herein, "Cause" means (i) termination based on Consulting Executive's conviction or one plea of "guilty" or "no contest" to any crime constituting a felony in the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner jurisdiction in which the Board crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of Directors believes criminal law involving dishonesty or willful misconduct that materially injures the Executive has Company (whether or not substantially performed a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the Executive’s performance of his duties; (iii) Consulting Executive's failure or (b) the willful engaging by the Executive refusal to perform his duties at all or in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is doneacceptable manner, or omitted to be done, by follow the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests lawful and proper directives of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on Consulting Executive's supervisor(s) that are within the advice scope of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests Consulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date Any determination of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved shall be made by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of after having first given thirty (30) days written notice to request a Board Consulting Executive of Directors meeting to be held at a mutually agreeable time such determination, and location to be attended by afforded Consulting Executive the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heardheard by the full Board of Directors. Failing such determination and opportunity for hearingNotwithstanding any other provision in this Agreement, any termination if Consulting Executive is terminated pursuant to subsection (iii) of this Agreement will be deemed Section 6.2 for poor job performance, excluding refusal to perform his duties, Consulting Executive shall have occurred without Causesixty (60) days to cure the behavior upon which the threatened termination is based.

Termination for Cause. The Company may Subject to the force majeure provision set forth herein, neither party shall terminate this Agreement for Causeor cancel the Contract, whether by court action or otherwise, unless there is a Material Default by the other party. For purposes of this Agreementthe Contract, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive Material Default shall be any monetary default not cured by the Board COMPANY within fifteen (15) days of Directors which specifically identifies receipt of notice from the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies TOWNSHIP and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved non-monetary default by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of party not cured by such party within thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended receipt of notice by the members non-defaulting party of such default unless default is attributable to an event of force majeure or unless it is not reasonably possible for the Board defaulting party, in which case the defaulting party shall have such amount of Directors time as is reasonable necessary to cure such default. In the event that the TOWNSHIP feels that the COMPANY is not curing the default within a reasonable time. The TOWNSHIP may file a lawsuit seeking any and all remedies available to the TOWNSHIP at law or in person within the following thirty (30) days, at which meeting the Executive will have an opportunity equity. Neither party shall be obligated to be heard. Failing such determination perform and opportunity for hearing, any termination of this Agreement will neither shall be deemed to have occurred without Cause.be in Material Default hereunder if performance of a non-monetary obligation is prevented by the occurrence of any of the following (herein called “force majeure” or “event of force majeure”) acts of God, strikes, lockouts, other industrial disturbances, acts of the public enemy, laws, rules and regulations of applicable governmental bodies, wars or warlike action (whether actual, impending, or expected and whether de jure or de factor), arrest or other restraint of government (civil or military), blockades, insurrections, riots, epidemics, landslides, earthquakes, fires, hurricanes, storms, floods, washouts, civil disturbances, explosions, nuclear reaction or radiation, radioactive contamination, or any other causes whether for the kind herein enumerated or otherwise, that are not reasonably within the control of the party claiming the right of delay performance on account of such occurrence. The termination of the Contract my become effective, at the discretion of the non-defaulting party, fifteen

Termination for Cause. The Company may terminate this Agreement Executive's ---------------------- employment hereunder for Cause. For purposes of this Agreement, “the Company shall have "Cause” means: " to terminate Executive's employment hereunder upon (ai) the willful and continued failure of the by Executive to substantially perform substantially the Executive’s his duties with the Company or one of the Company Entities hereunder (other than a any such failure resulting from Executive's incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive by the Board of Directors which Company specifically identifies identifying the manner in which the Board of Directors Company believes that the Executive has not substantially performed the Executive’s his duties; , or (bii) the Executive being convicted of a crime constituting a felony, or (iii) the Executive intentionally committing acts or failing to act, either of which involves willful malfeasance with the intent to maliciously harm the business of the Company, or (iv) the willful engaging violation by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, provisions of Section 8 hereof provided that such violation results in each case which is materially and demonstrably injurious material injury to the Company. For purposes of this provisionNo act, an act or failure to act, on the Executive's part of the Executive, will not shall be considered “"willful” " unless it is intentionally done, or intentionally omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s his action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a written determination specifying copy of a resolution, duly adopted by the reasons for such termination is made, approved by affirmative vote of not less than a majority of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within the following thirty called and held for such purpose (30) days, at which meeting the after reasonable notice to Executive will have and an opportunity for him, together with his counsel, to be heard. Failing such determination and opportunity for hearingheard before the Board), any termination finding that, in the good faith opinion of the Board, Executive conducted, or failed to conduct, himself in a manner set forth above in clause (i), (ii), (iii), or (iv) of this Agreement will Section 5(c), and specifying the particulars thereof in detail. Any dispute as to whether Cause to dismiss Executive exists, shall be deemed resolved by arbitration conducted in Los Angeles, California in accordance with the rules of the American Arbitration Association and by a single arbitrator reasonably acceptable to have occurred without CauseExecutive and the Company.

Termination for Cause. The Company may terminate this Agreement following events, which for Cause. For purposes of this Agreement, “Cause” means: (a) Agreement shall constitute "cause" for termination with the willful and continued failure majority vote of the Board: The willful breach by Executive of any provision of Sections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Executive with respect to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation any aspect of the Company’s written policies and procedures's business or under circumstances that reflect adversely on the Company in the public eye, in each case in the Board's sole and exclusive determination, shall be cause for immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights. The willful breach by Executive of Section 2 hereof (including but not limited to a refusal to follow lawful directives of the Board) after notice to Executive of the details thereof and a period of 10 days thereafter within which to cure such breach and the failure of Executive to cure such breach to the Board's satisfaction within such 10 day period; The use of illegal drugs by Executive during the term of this Agreement that, in the sole and exclusive determination of Board, interferes with Executive's performance of his duties hereunder or under circumstances that reflect adversely on the Company in the public eye; The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Executive is materially bankrupt; The commencement of involuntary proceedings against Executive for bankruptcy or appointment of a receiver because of insolvency; If the Company determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and demonstrably not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Company such that it would be in the Company's best interests, in its sole discretion, to terminate its business relations with Employee. The dissolution of the Company's corporate status; Executive is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; Failure of performance by Executive that is repeated or continued after 30 day written notice to Executive of such failure and that is determined by the Board to be injurious to the Company. For purposes of this provision, an act business or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the CompanyCompany and which failure is not cured by Executive within such 30 day period in the Board's sole determination. Any act, notice of discharge shall describe with reasonable specificity the cause or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel causes for the Company will be conclusively presumed to be donetermination of Executive's employment, or omitted to be done, by as well as the Executive in good faith and in the best interests effective date of the Companytermination (which effective date may be the date of such notice). In If the event this Agreement is terminated Company terminates Executive's employment for Causeany of the reasons set forth above, the Company will not shall have any obligation to provide any no further payments or benefits to the Executive obligations hereunder from and after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeother than as set forth below).

Termination for Cause. The Company may terminate the Executive's employment pursuant to the terms of this Agreement at any time for Cause by giving written notice of termination. The Executive shall have 10 days from the date of the notice to provide the Company with evidence that the Company is mistaken as to "Cause" and that the Executive's behavior does not meet the criteria for "Cause" as defined herein. During such 10 day period the Executive shall be suspended without pay; if employment is reinstated the Executive shall be paid for the 10 day period and if the termination is upheld such termination shall be effective upon the giving of written notice of termination. Upon any such termination for Cause, the Executive shall have no right to compensation or reimbursement under Section 4, or to participate in any employee benefit programs under Section 5, except as provided by law, for any period subsequent to the effective date of termination. For purposes of this AgreementSection 6(b), “"Cause” means" shall mean: (ai) the willful and continued failure Executive is convicted of a felony involving any subject matter (ii) is charged with a felony relating to the Executive to perform substantially the Executive’s duties with business of the Company or one any Affiliate; (iii) is convicted of a misdemeanor directly involving the Executive's employment which directly affects the business of the Company Entities Company; (other than a failure resulting from incapacity due iv) is found after an internal investigation to physical or mental illness), after a written demand for substantial performance have engaged in sexual misconduct which is delivered related to the Executive's employment or the business of the Company; (v) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in either case, in harm to the Company; (vi) the Executive by misappropriates Company funds or otherwise defrauds the Board of Directors which specifically identifies Company; (vii) the manner Executive breaches his fiduciary duty to the Company resulting in which the Board of Directors believes that profit to him, directly or indirectly; (viii) the Executive has not substantially performed been found to have committed any act or failed to take any action which results in the Executive’s dutiesCompany's common stock being delisted for trading on the principal trading market or exchange; (ix) the Executive is convicted of illegal possession or use of a controlled substance; (x) the Executive engages in chronic absenteeism or drinking to excess; (xi) the Executive fails or refuses to cooperate in any official investigation conducted by or on behalf of the Company; (xii) the Executive materially breaches any provision of this Agreement including Section 3(d); or (bxiii) the willful engaging by Executive on more than one occasion fails to comply with the Executive in illegal conduct, gross misconduct or a clearly established violation directives of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes 's board of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causedirectors.

Termination for Cause. The Company may terminate Termination for “Cause” shall mean termination because of Executive’s (a) willful misconduct or habitual neglect in the performance of his duties under this Agreement, (b) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony, (c) material breach of any material provision of this Agreement that remains uncured ten (10) days following written notice thereof from the Company to Executive , unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following such written notice by the Company, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for Causetermination of such other management employees, and that remains uncured ten (10) days following written notice thereof from the Company, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud against or affecting the Company, or any customer, agent, or employee thereof, or (f) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes of this Agreementhereof, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an no act or failure to act, act on the Executive’s part of the Executive, will not shall be considered “willful” unless it is done, done or omitted to be done, by the Executive not in bad good faith or and without reasonable actual belief that the Executive’s action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a written determination statement to the effect that Executive was guilty of conduct justifying termination for Cause and specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executiveparticulars thereof in detail. Thereafter, the Executive will shall not have the right to receive compensation or other benefits for a any period after termination for Cause which have not vested or been earned as of thirty (30) days the Termination Date. Executive shall have the right to request a Board receive compensation or other benefits which have already vested or been earned as of Directors meeting to be held at a mutually agreeable time and location to be attended the Termination Date for Cause, unless payment of such compensation or benefits is expressly prohibited by the members terms of the Board of Directors in person within the following thirty (30) daysany plan, at which meeting the Executive will have an opportunity to be heard. Failing program or agreement governing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causecompensation or benefits.

Termination for Cause. The Executive's employment hereunder may be terminated by the Company may terminate this Agreement for "Cause" (as herein defined) upon at least thirty (30) days' prior written notice to the Executive. For purposes Termination for Cause shall mean termination by reason of this Agreement, “Cause” means: (a) the willful and continued failure of the by Executive to substantially perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a any such failure resulting from his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors Directors, which demand specifically identifies the manner in which the Board of Directors believes that the Executive has is believed not to have substantially performed the Executive’s his duties; , or (b) the Executive's willful engaging by the Executive engagement in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case conduct which is or is likely to become demonstrably and materially and demonstrably injurious to the Company, monetarily or otherwise. For purposes of this provisionSection, an act no act, or failure to act, on the part of the Executive, will not Executive shall be considered “deemed "willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s his action or omission was in the best interests of the Company. Any actNotwithstanding the foregoing, or failure the Executive shall not be deemed to act, based on authority given pursuant have been terminated for Cause unless and until there has been delivered to him a copy of a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by less than a majority of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within the following thirty called and held for such purpose (30) days, at which meeting after reasonable notice to the Executive will have and an opportunity for the Executive, together with his counsel, to be heardheard before the Board of Directors), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct of the type set forth above in this Section and specifying the particulars thereof in detail. Failing such determination and opportunity Upon termination for hearing, any termination Cause hereunder the Executive shall be entitled to receive the Executive's Base Salary through the date of this Agreement will be deemed to have occurred without Causetermination.

Termination for Cause. The Company Board may terminate the Employment Period pursuant to the terms of this Agreement Section 9(a) for Causecause at any time by giving written notice to the Executive. Such termination shall become effective upon the giving of such notice. Upon any such termination for cause, the Executive shall have no right to the Base Salary, bonuses or other payments under Sections 3 or 4, or to participate in any employee benefit programs under Section 5, as of the effective date of termination. For purposes of this Agreement, “Cause” means"cause" shall mean: (ai) the willful and continued failure Executive is convicted of a felony; (ii) the Executive has materially breached any provision of Section 6, 7 or 10 resulting in material harm to any member of the Executive Consolidated Group; or (iii) as a result of the Executive's willful personal dishonesty, gross misconduct, breach of fiduciary duty involving personal profit, gross negligence or failure to perform substantially the Executive’s his duties with the Company as set forth in Section 6, willful violation of any law, rule or one of the Company Entities regulation (other than a failure resulting from incapacity due traffic violations or similar offenses) or material breach of any provision of this Agreement, there is material harm to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation any member of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the CompanyConsolidated Group. For purposes of this provisionSection 9(a), an act no act, or failure to act, on the Executive's part of the Executive, will not shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s his action or omission was in the best interests of the Company. Any actConsolidated Group; provided, however, that any act or failure omission to act, based act on authority given pursuant the Executive's part in reliance upon an opinion of counsel to a resolution duly adopted by the Company or at the direction of the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Chief Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will Officer shall not be deemed to have terminated be willful. Any decision by the Board to terminate the Employment Period for Cause unless cause pursuant to this Section 9(a) shall be made at a meeting of the Board that has been duly called and at which a quorum is present. The Board shall give the Executive written determination specifying notice of the reasons for time and place of the meeting, and a general description of the grounds upon which such termination is made, approved by a majority of being contemplated. The Executive shall be given the independent and disinterested members of opportunity to address the Board of Directors of at the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causemeeting.

Termination for Cause. The Company may terminate this Agreement the Executive’s employment for Cause. For purposes of this Agreement, “Cause” meansmeans the Executive: (ai) willfully, substantially, and continually fails to perform the willful and continued failure duties for which he is employed by the Company; (ii) willfully fails to comply with the legal instructions of the Executive to perform substantially Board or the Executive’s duties with the Company or one of the Company Entities CEO; (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner iii) willfully engages in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company. For purposes of this provision, ; (iv) willfully engages in an act or failure acts of dishonesty resulting in material personal gain to act, on the part Executive at the expense of the Executive, will not be considered “willful” unless it Company; (v) is doneindicted for, or omitted to be doneenters a plea of nolo contendere to, a felony; (vi) engages in an act or acts of gross malfeasance in connection with his employment hereunder; (vii) commits a material breach of Sections 12, 13 or 14 of this Agreement; (viii) commits a material breach of any policies and procedures contemplated by the Executive in bad faith Company’s Code of Conduct or without reasonable belief that similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Executive’s action employment for Cause by giving him written notice of termination on or omission was in before the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination termination specifying in reasonable detail the reasons for circumstances constituting such termination is madeCause, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the providing Executive will have the right for with a period of at least thirty (30) days in which to request a Board cure the conduct constituting Cause if such conduct is capable of Directors meeting to be held at a mutually agreeable time and location to be attended by being cured. In the members event of such termination of the Board of Directors in person within the following thirty (30) daysExecutive’s employment for Cause, at which meeting the Executive will have an opportunity shall be entitled to be heard. Failing such determination receive (A) his base salary pursuant to Section 3(a) and opportunity for hearing, any termination of other compensation and benefits to the extent actually earned pursuant to this Agreement will be deemed to have occurred without Causeor under any benefit plan or program of the Company as of the date of such termination at the normal time for payment of such salary, compensation or benefits and (B) any amounts owed under the reimbursement policy of Section 5.

Termination for Cause. The Company may terminate Termination for “Cause” shall mean termination because of Executive’s (a) willful misconduct or habitual neglect in the performance of his duties under this Agreement, (b) conviction for any felony involving fraud, dishonesty or moral turpitude, (c) material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following receipt by Executive of such written notice, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for Causetermination of such other management employees, and that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following receipt by Executive of such written notice, (e) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony which would materially and adversely interfere with Executive’s ability to perform his services under this Agreement, (f) Executive’s perpetration of an intentional and knowing fraud against or affecting Company, or any customer, agent, or employee thereof, or (g) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes of this Agreementhereof, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an no act or failure to act, act on the Executive’s part of the Executive, will not shall be considered “willful” unless it is done, done or omitted to be done, by the Executive not in bad good faith or and without reasonable actual belief that the Executive’s action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a written determination notice of termination which shall include a statement to the effect that Executive was guilty of conduct justifying termination for Cause and specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executiveparticulars thereof in detail. Thereafter, the Executive will shall not have the right to receive compensation or other benefits for a any period after termination for Cause which have not vested or been earned as of thirty (30) days the Termination Date. Executive shall have the right to request a Board receive compensation or other benefits which have already vested or been earned as of Directors meeting to be held at a mutually agreeable time and location to be attended the Termination Date for Cause, unless payment of such compensation or benefits is expressly prohibited by the members terms of the Board of Directors in person within the following thirty (30) daysany plan, at which meeting the Executive will have an opportunity to be heard. Failing program or agreement governing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causecompensation or benefits.

Termination for Cause. The Company may terminate this Agreement Immediately following notice of termination for "Cause. For purposes of this Agreement" (as defined below), “specifying such Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with , given by the Company (termination pursuant to this Section 6.3 being referred to herein as termination for "Cause"). As used herein, "Cause" means (i) termination based on Consulting Executive's conviction or one plea of "guilty" or "no contest" to any crime constituting a felony in the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner jurisdiction in which the Board crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of Directors believes criminal law involving dishonesty or willful misconduct that materially injures the Executive has Company (whether or not substantially performed a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the Executive’s performance of his duties; (iii) Consulting Executive's failure or (b) the willful engaging by the Executive refusal to perform his duties at all or in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is doneacceptable manner, or omitted to be done, by follow the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests lawful and proper directives of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on Consulting Executive's supervisor(s) that are within the advice scope of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests Consulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date Any determination of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved shall be made by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of after having first given thirty (30) days written notice to request a Board Consulting Executive of Directors meeting to be held at a mutually agreeable time such determination, and location to be attended by afforded Consulting Executive the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heardheard by the full Board of Directors. Failing such determination and opportunity for hearingNotwithstanding any other provision in this Agreement, any termination if Consulting Executive is terminated pursuant to subsection (iii) of this Agreement will be deemed Section 6.3 for poor job performance, excluding refusal to perform his duties, Consulting Executive shall have occurred without Causesixty (60) days to cure the behavior upon which the threatened termination is based.

Termination for Cause. The employment of the Employee may be terminated for Cause at any time; provided, however, that before the Company may terminate the Employee's employment for Cause for any reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the Employee shall have 60 days from receipt of such written notice to satisfy such conditions. If such conditions are satisfied within such 60-day period, the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause on written Notice of Termination (as defined in SECTION 13(A)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this SECTION 11(A), the Company shall pay to the Employee in a lump sum his then current Base Salary under SECTION 4(A) on a prorated basis to the Date of Termination (as defined in SECTION 13(B)). On termination pursuant to this SECTION 11(A), the Employee shall forfeit (i) his Bonus under SECTION 4(B) for the year in which such termination occurs, and (ii) all unvested Options and other options, warrants and rights relating to capital stock of the Company, except those issued prior to the date of this Agreement. For purposes of this Agreement, “Cause” meansCause shall mean: (a1) the willful and continued failure a material breach of any of the Executive terms of this Agreement that is not immediately corrected following written notice of default specifying such breach; (2) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to perform substantially such a degree that, in the Executive’s duties with the Company or one reasonable judgment of the Company Entities other managers of the Company, the Employee is abusive or incapable of performing his duties and responsibilities under this Agreement; (other than 3) conviction of a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesfelony; or (b4) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation misappropriation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious property belonging to the Company. For purposes Company and/or any of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeits affiliates.

Termination for Cause. The Company may terminate this Agreement Executive shall have no right to compensation or other benefits (except for vested benefits under any employee benefit plan) for any period after a Termination for Cause. For purposes of this Agreement, “Cause” means: (a) Termination for Cause shall be determined by the willful CEO, in the reasonable exercise of his discretion and continued failure acting in good faith, in accordance with this sub-paragraph and subject to the approval of the Executive Bank’s board of directors. Termination for Cause is a termination of Executive’s employment as a result of Executive’s personal dishonesty, willful or reckless misconduct, willful or reckless breach of fiduciary duties; intentional failure to perform substantially the Executive’s duties with the Company stated duties; willful or one reckless violation of the Company Entities any law, rule, or regulation (other than a failure resulting from incapacity due to physical traffic violations or mental illnesssimilar offenses), after or a final cease-and-desist order or other formal administrative action entered into by or imposed on the Bank; the regulatory suspension or removal of Executive as defined in Agreement paragraphs 8(a) and 8(b); Executive’s failure to follow reasonable written demand instructions of the CEO or the board of directors of the Bank; or Executive’s material breach of any provision of this Agreement. The termination of Executive’s employment shall not be deemed to be a Termination for substantial performance is Cause unless and until there shall have been delivered to the Executive by the Board a copy of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in by the best interests affirmative vote of not less than two-thirds of the Company. In membership of the event this Agreement is terminated for Cause, the Company will not have Bank’s board of directors (other than Executive and any obligation to provide any further payments or benefits to the Executive after the effective date other employees who serve on such board of directors) at a meeting of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons board called and held for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of purpose (after at least thirty (30) days prior written notice of such meeting and Executive’s alleged improper conduct is provided to request a Board of Directors meeting to be held at a mutually agreeable time Executive and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have is given an opportunity to be heardheard before such board), finding that, in the good faith opinion of such board of directors, Executive is guilty of the conduct described as Termination for Cause and specifying in reasonable detail the grounds for its decision, and further that the specified conduct remains uncured or, in the case of a suspension, removal or formal administrative action, was not capable of cure. Failing such determination and opportunity The CEO, in his discretion, with the approval of the Bank’s board of directors, may suspend Executive, with pay, for hearing, all or any termination portion of the period of time from the delivery of the notice described in this Agreement will be deemed to have occurred without paragraph 7(a) until the effective time of the Termination for Cause.

Termination for Cause. The Company Employer may terminate this Agreement the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. For purposes of In this Agreement, “Cause” means: (a) means the willful wilful and continued failure of by the Executive to perform substantially perform, or otherwise properly carry out, the Executive’s duties with on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the Company lawful policies, procedures, instructions or one directions of the Company Entities Employer or any applicable affiliate (other than a any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to or the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; wilfully or (b) the willful intentionally engaging by the Executive in illegal or fraudulent conduct, gross misconduct financial impropriety, intentional dishonesty, breach of duty of loyalty or a clearly established violation of the Company’s written policies and procedures, in each case any similar intentional act which is materially and demonstrably injurious to RBA Pubco or an affiliate, or which may have the Companyeffect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this provisiondefinition, an act no act, or failure to act, on the part of the Executive, will not a Executive shall be considered “willfulwilful” unless it is done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s action or omission was in omissions were in, or not opposed to, the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith Employer and in the best interests of the Companyits affiliates. In the event this Agreement is terminated of termination for Cause, all unvested stock options granted to the Executive pursuant to the terms of the RBA Pubco’s Stock Option Plan (the “Option Plan”) will immediately be void on the date the Employer notifies the Executive of such termination. The Executive will have 30 days from the date of termination to exercise any options which have vested prior to the date of termination, subject to the terms and conditions of the Option Plan and the applicable individual option agreements. In the event of termination for Cause, the Company will not have rights of the Executive with respect to any obligation to provide any further payments or benefits performance share units (“PSUs”) and restricted share units (“RSUs”) granted pursuant to the Executive after RBA Pubco’s Performance Share Unit Plan (the effective date of such termination. This Agreement “PSU Plan”) and Restricted Share Unit Plan (the “RSU Plan”), respectively, and pursuant to any and all PSU and RSU grant agreements, respectively, will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered governed pursuant to the Executive. ThereafterPSU Plan and RSU Plan, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causerespectively.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure employment of the Executive to perform substantially under this Agreement may be terminated by the Employer on the basis of "Cause," as hereinafter defined. If the Executive’s duties with 's employment is terminated by the Company or one of the Company Entities Employer for Cause under this subparagraph (other than a failure resulting from incapacity due to physical or mental illnessj), after a written demand for substantial performance is delivered then the Employer shall only be obligated to pay to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies such Base Salary and procedures, in each case which is materially vacation pay for unused vacation days as shall have accrued and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after remain unpaid through the effective date of such termination. This Agreement will , but the Employer shall not be deemed required to pay to the Executive any Performance Bonus for the then-current fiscal year, or have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered any further obligations whatsoever to the Executive, other than any Performance Bonuses previously approved by the Compensation Committee for prior fiscal year(s) that remain unpaid; reimbursement for previously approved expenses; and continuation of any amounts or rights vested pursuant to the Scheduled Benefits that remain vested upon and notwithstanding the Executive's termination for Cause, in which event such rights to payment or continuation shall be determined pursuant to the terms of the plans under which such Scheduled Benefits are provided, and not the terms of this subparagraph (j) of Section 3. Thereafter, Termination for "Cause" shall mean the termination of the Executive's employment on the basis or as a result of: (i) the Executive will have being found guilty of a felony; (ii) the right for Executive's commission of an act that disqualifies the Executive (whether under the Employer's by-laws, or under any statute, regulation, law or rule applicable to the Employer) from serving as an officer or director of the Employer; or (iii) a period recurring pattern of thirty (30) days to request material and willful dereliction of duty of the Executive's material responsibilities, where such recurring failure has a Board material adverse effect upon the business of Directors meeting to be held at a mutually agreeable time and location to be attended the Employer, as reasonably determined by the members CEO, in the CEO's good faith determination. In making such determination, it is understood that the CEO shall interpret and apply the above-described standards (of the Board materiality, or willful dereliction, and of Directors adversity) in person a manner that is normal and customary within the following Employer's industry. Executive shall be entitled to thirty (30) days' prior written notice (the "Termination Notice") of the Employer's intention to terminate his employment for Cause, at which meeting and such Termination Notice shall: specify the grounds for such termination; afford the Executive will have an a reasonable opportunity to be heardcure any conduct or act (if curable) alleged as grounds for such termination; and a reasonable opportunity to present to the CEO his position regarding any dispute relating to the existence of such Cause. Failing such determination and opportunity for hearingNotwithstanding the foregoing procedure, any termination of this Agreement will be deemed to have occurred without Cause.the Employer (through

Termination for Cause. The Company may shall have the right at any time, exercisable immediately upon written notice subject to any available cure periods as set forth before, to terminate this Agreement Executive’s employment for Cause. For purposes “Cause” shall mean (1) Executive’s negligence or willful misconduct in the performance of Executive’s obligations hereunder, (2) breach by Executive of any provision of this Agreement, “Cause” means: (a3) the willful and continued any felony indictment or conviction of Executive, including a guilty plea by nolo contendere, (4) a failure of the Executive to substantially perform substantially the Executive’s his duties with hereunder, (5) fraud, embezzlement or any other illegal or wrongful conduct by Executive upon the Company or one Diamond, whether prior or subsequent to the Start Date, (6) Executive’s intentional infliction of any damage of material nature to any property of the Company Entities or Diamond, (7) Executive’s use of illegal narcotics or other than a failure resulting from incapacity due to physical illegal substances, (8) Executive’s breach of Diamond policies or mental illnessthe Confidentiality and Non-Competition Agreement (the “Confidentiality Agreement”), after a written demand for substantial performance is including without limitation, sexual harassment and discrimination, and (9) Executive’s failure to comply with laws and regulations which are applicable to the Company or to Diamond. Any notice of termination pursuant to this Section 5.1 must be in writing, delivered to the Executive by the Board of Directors which specifically identifies in the manner set forth in which Section 9.1, and shall specify the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companyactions constituting “Cause”. In the event this Agreement case of a breach which is terminated reasonably susceptible to cure, Executive shall have ten business days following Company’s delivery of written notice of termination to cure such breach. Notwithstanding the foregoing, no breach of paragraphs (3), (5), (6) or (7) above shall be subject to cure by Executive. Upon termination for Cause, the Company will not have any obligation Executive shall be entitled to provide any further payments or benefits to the Executive after receive (i) his Base Salary then in effect through the effective date of such the termination, (ii) any Annual Performance Bonus earned in the prior year that has been authorized by the Compensation Committee but has not yet been paid, and (iii) benefits through the effective date of the termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority No other payments or compensation of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement kind will be deemed to have occurred without Causepaid.

Termination for Cause. The During the Term of Employment, the Company may at any time, without giving notice to Employee, immediately terminate this Agreement for Cause. For purposes As used herein, "Cause" shall mean if Employee (a) commits any act of embezzlement, theft, fraud or dishonesty; (b) engages in unfair competition with the Company or any subsidiary of the Company whether or not wholly-owned; (c) is convicted of any felony; (d) breaches any material provision of the Confidentiality Agreement entered into by Employee pursuant to Section 6 of this Agreement; (e) uses illegal drugs or abuses other substances or (f) willfully breaches any other material provision of this Agreement. The Company may also terminate Employee for "Cause" if Employee materially breaches or habitually neglects or fails in any material way to perform the usual and customary duties of his job, or any other duties required to be performed under the terms of this Agreement, “Cause” means: (a) or the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation policies of the Company’s written policies and procedures, in each which case the Company may, at its option, terminate this Agreement by giving written notice of termination to Employee. Any termination pursuant to either of the two preceding sentences shall be without prejudice to any other remedy to which is materially and demonstrably injurious to the CompanyCompany may be entitled either at law, in equity, or under this Agreement. For purposes Before the Company may terminate this Agreement by reason of this provision, an act Employee's habitual neglect of or failure to act, on perform the part usual and customary duties of the Executive, will not be considered “willful” unless it is done, his job or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests policies of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation must first notify Employee in writing, setting forth in detail those duties and/or policies which Employee has habitually neglected or failed to perform, and provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless Employee a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a reasonable period of thirty (30) days time, not to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following exceed thirty (30) days, at in which meeting to cure such neglect or failure. If Employee does not cure the Executive will have an opportunity to be heardspecified areas of neglect of failure, the Company may terminate this Agreement immediately by giving Employee written notice. Failing such determination and opportunity for hearing, At the time of any termination for Cause, Employee shall be entitled to receive any Base Salary and employment benefits which shall have accrued prior to the date of this Agreement will termination, but shall not be deemed entitled to have occurred without Causeany Bonus or severance payments, salary or employment benefits relating to periods subsequent to the date of termination, subject to Employee's rights to continue medical and dental coverage under the Company's group policy, at Employee's expense, as may be provided by law.

Termination for Cause. The Company If Executive (i) is convicted of or enters a plea of guilty or nolo contendere to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the business of IntraLinks; (ii) in the performance of his duties hereunder or otherwise to the detriment of IntraLinks, engages in (A) misconduct, (B) willful or gross neglect, (C) fraud, (D) misappropriation, (E) embezzlement or (F) theft; (iii) disobeys the lawful directions of the CEO or Board of Directors; (iv) fails to comply with the reasonable policies and practices of IntraLinks; (v) fails to devote substantially all of his business time and effort to IntraLinks; or (vi) is adjudicated in any civil suit, or acknowledges in writing in any agreement or stipulation, to the commission of any theft, embezzlement, fraud, or other intentional act of dishonesty involving any other person, IntraLinks may terminate this Agreement for CauseExecutive’s employment hereunder. For purposes Notwithstanding any other provision of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the if IntraLinks terminates Executive’s duties employment in accordance with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes terms of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated Section 5.1 for Cause, the Company will not Executive shall have no right to receive any obligation to provide any further payments compensation or benefits to the Executive benefit hereunder on and after the effective date of such the termination of employment other than (x) Annual Salary earned and accrued under this Agreement prior to the effective date of termination; (y) earned, accrued and vested benefits and vacation under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto; and (z) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying shall otherwise terminate upon the reasons for such termination is made, approved by a majority effective date of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to employment and Executive shall have occurred without Causeno further rights hereunder.

Termination for Cause. The In the event that employment hereunder is terminated by the Company may terminate this Agreement for Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. For purposes of this Agreement, The phrase “Cause” meansas used herein, shall exist when there has been a good faith determination by the Company, as communicated to Executive by the Chief Executive Officer, that there shall have occurred one or more of the following events with respect to the Executive: (ai) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful and continued commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform substantially his duties to the Company or Bank (other than any such failure resulting from the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical Disability) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive; or mental illness)(v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, after a written demand for substantial performance is Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of Directors which specifically identifies the manner Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of Directors believes the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive has not substantially performed was guilty of conduct constituting Cause as described above, the Executive’s duties; or (b) the willful engaging by Board may suspend the Executive in illegal conduct, gross misconduct or from his duties hereunder for a clearly established violation reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Company’s written policies and procedures, in each case which is materially and demonstrably injurious Executive shall be given the opportunity to be heard before the CompanyBoard. For purposes of this provisionsubparagraph, an no act or failure to act, on the Executive’s part of the Executive, will not shall be considered “willful” unless it is done, or omitted to be done, by the Executive him not in bad good faith or without reasonable belief that the Executive’s his action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors interest of the Company and delivered the Bank. Upon a finding of Cause, the Board shall deliver to the Executive. ThereafterExecutive a Notice of Termination, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors as more fully described in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseSection 9 below.

Termination for Cause. The Company may shall be entitled to terminate this Agreement and Executive’s employment immediately and without notice for “Cause”. For purposes of this Agreement, Termination for “Cause” meansshall mean termination based upon: (ai) the willful and continued failure of the by Executive to perform substantially the Executive’s duties with the Company or one follow directions of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or Chief Executive Officer in the handling of material matters which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the are consistent with Executive’s dutiesposition; or (bii) the willful engaging or continued engagement by the Executive in illegal conductconduct which is materially injurious to the Company, gross misconduct monetarily or otherwise, including, but not limited to, the disclosure by Executive of material Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of Executive’s fiduciary duties to the Company, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit the Company’s clients or employees or disparage the Company or its officers, employees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a clearly established conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s habitual intoxication while conducting the Company’s business; (v) a material violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes employment policies; (vi) a material breach by Executive of this provision, an act Agreement; or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the (vii) Executive’s action willful absence from Executive’s employment or omission was willful failure or refusal to perform or gross neglect in the best interests performance of the CompanyExecutive’s duties or responsibilities hereunder. Any actWhere reasonable, prior to termination under subparagraphs (i), (ii), (iv), (v), (vi) or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause(vii) above, the Company will not have provide Executive with written notice of any obligation to provide any further payments act or benefits to the Executive after the effective date of such omission it believes constitutes Cause for termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying , including stating the reasons for such termination is madebelief, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will shall have the right for a period of thirty (30) days to request a Board cure and/or to present Executive’s position regarding the matter. In the event of Directors meeting to be held at a mutually agreeable time and location to be attended termination of Executive by the members Company for Cause, the Company shall have no obligation to pay Executive anything other than any salary earned to date and any Options (whether Time Vested Options or Performance Options and whether vested or unvested Options) shall terminate and be of no further force and effect; provided, however, that any options that had vested prior to the Board date that was 12 months prior to the date of Directors termination shall be exercisable for a period of 90 days following the date of termination for Cause. In addition, the Company shall provide Executive with any benefit continuation rights as required by law. A termination for Cause will be effective upon the Company’s delivery to Executive of a written notice advising Executive of Executive’s termination, provided that a termination for Cause under subparagraphs (i), (ii), (iv), (v), (vi) or (vii) , in person within the following circumstances where thirty (30) dayscalendar days advance written notice has been given, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeeffective on the thirty first (31st) calendar day after Executive’s receipt of said notice if the conduct constituting Cause has not, in the Company’s opinion, been corrected by Executive.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Termination for Cause” means: shall include termination because of Executive’s personal dishonesty; incompetence; willful misconduct (a) including, without limitation, personal behavior that would cause disruption in the willful and continued workplace with third parties, other employees, customers, or Board members); breach of fiduciary duty involving personal profit; moral turpitude; intentional failure of the Executive to perform substantially the Executive’s duties with the Company stated duties; willful violation of any law, rule, or one of the Company Entities regulation which negatively impacts Bank (other than traffic violations or similar offenses) or willful violation of a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesfinal cease-and-desist order; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation material breach of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Companyany provision of this Agreement. For purposes of this provisionParagraph 7, an act or failure to act, on the part of the Executive, will not be considered term “willful” unless it is done, or omitted defined to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action include any act or omission was in which demonstrates an intentional or reckless disregard for the best interests duties and responsibilities owed to the business of Bank by Executive. Notwithstanding the Company. Any actforegoing, or failure Executive shall not be deemed to act, based on authority given pursuant have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the Board affirmative vote of Directors or based on the advice not less than three-fourths (3/4) of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board Board, finding that in the good faith opinion of Directors in person within the following thirty (30) daysBoard, Executive was guilty of conduct justifying Termination for Cause and specifying the reasons thereof. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any unexercised stock options granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of Bank, or any subsidiary or affiliate thereof, shall become null and void, effective upon Executive's receipt of Notice of Termination for Cause pursuant to Paragraph 8 hereof, and shall not be exercisable by Executive at which meeting the Executive will have an opportunity any time subsequent to be heard. Failing such determination and opportunity Termination for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company This Agreement may terminate this Agreement be terminated for CauseCause as hereinafter defined. For purposes of this Agreement, “Cause” meansshall mean: (ai) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer, the Holding Company or the Subsidiaries; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Holding Company or any one of the Subsidiaries; (v) the willful and continued or negligent failure of the Executive to perform substantially his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment for any cause (except the Executive’s duties with death) specifying the Company or one of the Company Entities (other than grounds for such termination and shall be provided a failure resulting from incapacity due reasonable opportunity to physical or mental illness), after a written demand for substantial performance is delivered present to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious his position regarding any dispute relating to the Company. For purposes existence of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companysuch cause. In the event this Agreement is terminated of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive’s employment with the Employer for Cause, the Company will not have any obligation Executive shall be entitled to provide any further receive from the Employer only such payments or benefits as are due and owing to the Executive after as of the effective date of such termination. This Agreement will not be deemed to have If the Executive’s employment is terminated for Cause unless a written determination specifying pursuant to this Section, then the reasons for Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the effective date of such termination is made, approved by a majority and neither the Employer nor any of the independent and disinterested members of the Board of Directors of the Company and delivered Subsidiaries shall have any further obligations to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company At any time during the Term, the Companies may terminate this Agreement and Executive’s employment with the Companies for Cause. For purposes of this Agreement, “Cause” meansas provided in this Section 8.4. The term “Cause” shall mean the occurrence of one or more of the following events: (a) the willful and continued failure of the Executive to perform substantially the Executive’s gross or habitual neglect of his employment duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesand responsibilities; or (b) Executive’s conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (c) Executive’s engaging in any illegal conduct or willful misconduct in the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation performance of his employment duties for any of the CompanyCompanies (or their affiliates); (d) Executive’s written policies and proceduresengaging in any fraudulent or dishonest conduct in his dealings with, in each case which is materially and demonstrably injurious to the Company. For purposes of this provisionor on behalf of, an act or failure to act, on the part any of the Executive, will not be considered “willful” unless it is done, Companies (or omitted to be done, by the Executive in bad faith or without reasonable belief that the their affiliates); (e) Executive’s action failure or omission was in refusal to follow the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members lawful instructions of the Board of Directors of any of the Company and delivered to the Executive. ThereafterCompanies, the Executive will have the right if such failure or refusal continues for a period of thirty five (305) calendar days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of after the Board of Directors of any of the Companies delivers to Executive a written notice stating the instructions which Executive has failed or refused to follow; (f) Executive’s breach of his obligations under this Agreement; (g) Executive’s gross negligence in person within the following thirty performance of his employment duties under this Agreement; or (30h) daysExecutive’s misuse of alcohol or drugs which interferes materially with the performance of Executive’s employment duties for any of the Companies. Upon the occurrence of any of the events specified above, the Companies may terminate Executive’s employment for Cause by notifying Executive in writing of its decision to terminate his employment for Cause, and Executive’s employment and this Agreement shall terminate at the close of business on the date on which the Companies give such notice. Upon termination of Executive’s employment by the Companies for Cause, the obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (a) Executive shall be paid that portion of his Base Salary, at the rate then in effect, which meeting shall have been earned through the termination date; and (b) Executive will have an opportunity to shall be heard. Failing paid or provided such determination and opportunity for hearingother payments or benefits, any if any, which had accrued hereunder before the termination of this Agreement will be deemed to have occurred without Causedate.

Termination for Cause. The Company Chugach may terminate this Agreement Xxxxx’ employment for Cause“cause” immediately upon written notice to Xxxxx, provided, however, that Xxxxx must be given ten (10) days written notice of cause for termination and the opportunity to cure such cause within that time if the Board in its reasonable discretion determines that (1) the cause for termination is capable of being cured and (2) no similar conduct or failure that was previously cured has occurred. Such notice shall specify in reasonable detail the acts or omissions that constitute cause for termination. For purposes of this Agreement, “Causecause” means: means a business-related reason that is not arbitrary, capricious or illegal and which is based on facts (ai) the willful supported by substantial evidence, and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive ii) reasonably believed by the Board of Directors which specifically identifies to be true. Examples of “cause” for termination of employment are provided in Chugach Operating Policy 013 dated September 19, 2001, and are incorporated herein by reference to the manner in which extent they are consistent with this Agreement, and may also include the following: willful and repeated failure or refusal to carry out reasonable orders, instructions, or directives of the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesDirectors; material acts of dishonesty, disloyalty or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious competition related to the Company. For purposes business of this provisionChugach or its relationships with employees, an act suppliers, contractors, customers or others with whom Chugach does business; refusal or failure to act, on furnish material information concerning Chugach’s affairs as reasonably requested by or under the part authority of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be doneDirectors, or omitted to be donefalsification or misrepresentation of such information, by conviction of a crime constituting fraud, intentional dishonesty, moral turpitude, or other conduct that materially compromises the Executive in good faith and in the best interests reputation of the Companyemployee or Chugach; or any other act, course of conduct, or omission that has or is reasonably likely to have a material adverse effect on Chugach, its business or financial position, or its goodwill or reputation. In the event this Agreement is terminated of the involuntary termination of his employment for Causecause, the Company will Xxxxx shall not have be entitled to receive any obligation to provide any further payments compensation or benefits to the Executive after hereunder other than (1) his Salary earned through the effective date of such Xxxxx’x termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying , (2) accrued, unused annual leave, and (3) vested employee benefits under the reasons for such termination is made, approved by a majority terms and conditions of the independent governing plan documents and disinterested members policies. In the event of termination for cause under this Section, Xxxxx’ obligations under Sections 8 and 9 shall continue under the Board of Directors of the Company terms and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination conditions of this Agreement will be deemed to have occurred without CauseAgreement.

Termination for Cause. The Company may terminate employment of the Executive under this Agreement may be terminated by the Employer on a "for Causecause" basis, as hereinafter defined. For purposes If the Executive's employment is terminated by the Employer "for cause" under this subparagraph (e), then the Employer shall only be obligated to pay the Executive such Base Salary as shall have accrued through the effective date of this Agreementthe termination, “Cause” meansand the Employer shall not be required to pay the Executive any performance bonus for the current fiscal year, or have any further obligations whatsoever to the Executive (other than payment of amounts remaining unpaid pursuant to declared performance bonuses for prior fiscal years and reimbursement for previously approved expenses). Termination "for cause" shall mean the termination of Executive's employment on the basis of, or as a result of, one or more of the following circumstances: (ai) a violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (ii) the Executive being found guilty of, or being publicly associated with, a felony or an act of dishonesty or an act of willful and continued or reckless behavior in connection with the performance of his duties as an officer of the Employer, or otherwise; or (iii) the Executive's course of conduct constituting the willful or negligent failure of the Executive to perform substantially his duties hereunder and which is, or may result in a material detriment to the Company as reasonable determined by the Board. The Executive shall be entitled to thirty (30) days' prior written notice (the "Termination Notice") of the Employer's intention to terminate his employment for cause and such Termination Notice shall specify the grounds for such termination; afford the Executive a reasonable opportunity to cure any conduct or act (if curable) alleged as grounds for such termination; and afford the Executive a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. Notwithstanding the foregoing procedure, the Employer (through the Board) shall have the unilateral right to make the final substantive determination as to whether the Executive has properly remedied or otherwise addressed those matters described in the Termination Notice as grounds for termination of the Executive’s duties with 's employment; and in the Company or one event that the Employer determines (as of the Company Entities (other than a failure resulting from incapacity due to physical or mental illnessexpiration of the above-contemplated 30-day period), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed appropriately remedied or otherwise addressed those matters, then the Executive’s duties; or 's term of employment shall in all events automatically terminate as of the thirtieth (b30th) day after the willful engaging by Employer delivers the Termination Notice, without any responsibility of obligation of the Employer to provide the Executive in illegal conduct, gross misconduct with any further notice or a clearly established violation explanation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel grounds for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such his termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company Employer may terminate this Agreement Executive's employment hereunder for Cause. For purposes of this Agreement, “Employer shall have "Cause” means: " to terminate Executive's employment hereunder upon (ai) the willful and continued failure of the by Executive to substantially perform substantially the Executive’s his duties with the Company or one of the Company Entities hereunder (other than a any such failure resulting from Executive's incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive by the Board of Directors which Employer specifically identifies identifying the manner in which the Board of Directors Employer believes that the Executive has not substantially performed the Executive’s his duties; , or (bii) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to Employer, monetarily or otherwise, or (iii) the Companywillful violation by Executive of the provisions of Section 8 hereof provided that such violation results in material injury to Employer. For purposes of this provisionNo act, an act or failure to act, on the Executive's part of the Executive, will not shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s his action or omission was in the best interests interest of Employer. Notwithstanding the Company. Any actforegoing, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a written determination specifying copy of a resolution, duly adopted by the reasons for such termination is made, approved by affirmative vote of not less than a majority of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within the following thirty called and held for such purpose (30) days, at which meeting the after reasonable notice to Executive will have and an opportunity for him, together with his counsel, to be heard. Failing such determination and opportunity for hearingheard before the Board), any termination finding that, in the good faith opinion of the Board, Executive conducted, or failed to conduct, himself in a manner set forth above in clause (i), (ii), or (iii) of this Agreement will Section 5(c), and specifying the particulars thereof in detail. Any dispute as to whether Cause to dismiss Executive exists, shall be deemed resolved by arbitration conducted in Los Angeles, California in accordance with the rules of the American Arbitration Association and by a single arbitrator reasonably acceptable to have occurred without CauseExecutive and Employer.

Termination for Cause. The “Termination for Cause”, as hereinafter defined, may be effected by the Company may terminate at any time during the term of this Agreement by written notification to Executive, specifying in detail the basis for the Termination for Cause. For purposes Upon Termination for Cause, Executive shall immediately be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation, if any, (other than pension plan or profit sharing plan benefits which will be paid in accordance with the terms of this Agreementthe applicable plan), any benefits under any plans of the Company in which the Executive is a participant to the full extent of the Executive’s rights under such plans, accrued vacation pay for the year in which termination occurs, and any appropriate business expenses incurred by Executive reimbursable by the Company in connection with his duties hereunder, all to the date of termination, but Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. “Termination for Cause” means: shall mean termination by the Company of Executive’s employment by the Company by reason of (a) an order of any federal or state regulatory authority having jurisdiction over the Company, (b) the willful and continued failure of the Executive substantially to perform substantially the Executive’s his duties with the Company or one of the Company Entities hereunder (other than a any such failure resulting from incapacity due to Executive’s physical or mental illness), after ; (c) a willful breach by Executive of any material provision of this Agreement or of any other written demand for substantial performance is delivered to agreement with the Executive by the Board Company or any of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the its Affiliates; (d) Executive’s dutiescommission of a crime that constitutes a felony or other crime of moral turpitude or criminal fraud; or (be) chemical or alcohol dependency which materially and adversely affects Executive’s performance of his duties under this Agreement; (f) any act of disloyalty or breach of responsibilities to the willful engaging Company by the Executive in illegal conduct, gross misconduct which is intended by the Executive to cause material harm to the Company; (e) misappropriation (or a clearly established violation attempted misappropriation) of any of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious funds or property. If subsequent to the Company. For purposes Executive’s termination of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless employment hereunder for other than Cause it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive determined in good faith and in by the best interests of the Company. In the event this Agreement is Company that Executive’s employment could have been terminated for CauseCause hereunder, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not Executive’s employment shall be deemed to have been terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered retroactively to the Executive. Thereafter, date the Executive will have the right for a period of thirty (30) days events giving rise to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseCause occurred.

Termination for Cause. The Company Employer may terminate this Agreement the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. For purposes of In this Agreement, “Cause” means: (a) means the willful wilful and continued failure of by the Executive to perform substantially perform, or otherwise properly carry out, the Executive’s duties with on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the Company lawful policies, procedures, instructions or one directions of the Company Entities Employer or any applicable affiliate (other than a any such failure resulting from the Executive's disability or incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to or the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; wilfully or (b) the willful intentionally engaging by the Executive in illegal or fraudulent conduct, gross misconduct financial impropriety, intentional dishonesty, breach of duly of loyalty or a clearly established violation of the Company’s written policies and procedures, in each case any similar intentional act which is materially and demonstrably injurious to RBA Pubco or an affiliate, or which may have the Companyeffect of materially injuring the reputation, business or business relationships of the Employer or on affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this provisiondefinition, an act no act, or failure to act, on the part of the Executive, will not an Executive shall be considered “willfulwilful” unless it is done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s action or omission was in omissions were in, or not opposed to, the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith Employer and in the best interests of the Companyits affiliates. In the event this Agreement is terminated of termination for Cause, all unvested stock options granted to the Executive pursuant to the terms of the Option Plan will immediately be void on the date the Employer notifies the Executive of such termination. The Executive will have 30 days from the date of termination to exercise any options which have vested prior to the date of termination, subject to the terms and conditions of the Option Plan and the applicable individual option agreements. In the event of termination for Cause, the Company will not have any obligation to provide any further payments or benefits to rights of the Executive after the effective date of such termination. This Agreement will not be deemed with respect to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved any PSUs and RSUs held by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have be governed pursuant to the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time PSU Plan and location to be attended by the members of the Board of Directors in person within the following thirty (30) daysRSU Plan, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causerespectively.

Termination for Cause. The Company may terminate Executive’s employment pursuant to the terms of this Agreement at any time for Causecause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no further right to compensation, bonus or reimbursement under Section 5. For purposes of this AgreementSection 7.02, “Causecause” meansshall mean: (ai) the willful and continued failure Executive is convicted of the Executive a felony which is directly related to perform substantially the Executive’s duties with employment or the business of the Company or one could otherwise reasonably be expected to have a material adverse effect on the Company’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to the Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to the Company Entities resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive’s repeated refusal (other than any failure to perform arising from a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered disability) to act in accordance with the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation reasonable directions of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious Board of Directors directing Executive to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the perform services consistent with Executive’s action or omission was in the best interests status as an officer of the Company. Any act, which refusal is not cured by Executive within ten (10) days of Executive’s receipt of written notice thereof from the Company (provided, however, that if such breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within twenty (20) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than ten (10) days after written notice thereof by the Company to Executive. Executive's failure to act, based on authority given pursuant to a resolution duly adopted by comply with the Board requirements of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination Section 10 of this Agreement will be deemed to shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have occurred without Causebeen determined and no further appeals are permissible.

Termination for Cause. The Company (a) NRF may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure effective upon 60 days’ prior written notice of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting termination from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the manner part of Asset Manager in which the performance of its duties under this Agreement and, in each case, if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days of Asset Manager’s receipt of the written notice (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors believes determines that qualification for taxation as a REIT under the Executive has not substantially performed U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Executive’s duties; or (b) the willful engaging by the Executive Internal Revenue Service, in illegal conduct, gross misconduct or a clearly established violation closing agreement made under section 7121 of the Company’s written policies and proceduresCode, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination provision of this Agreement caused or will be deemed cause NRF to have occurred without Causefail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF.

Termination for Cause. The Company may terminate this Agreement Executive's employment for Cause. In the event that Executive's employment with the Company is terminated during the Employment Term by the Company for Cause, Executive shall not be entitled to any additional payments or benefits hereunder, other than Accrued Benefits (including, but not limited to, any then vested Stock Option, or other stock options or equity grants). For the purposes of this Agreement, “"Cause” means: " shall mean (ai) the willful and continued failure of the by Executive to attempt to substantially perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a any such failure resulting from his incapacity due to physical or mental illnessimpairment), after a unless any such failure is corrected within thirty (30) days following written demand for substantial performance is delivered to the Executive notice by the Board of Directors which that specifically identifies the manner in which the Board of Directors believes that the Executive has substantially not substantially performed the Executive’s duties; attempted to materially perform his duties or (bii) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of by Executive with regard to the Company’s written policies and procedures, in each case which Company that is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any No act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will Executive shall be conclusively presumed to be done, or omitted to be done, by the Executive in "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the best interests interest of the Company. In No event shall be deemed the event this Agreement basis for Cause unless Executive is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits therefore within sixty (60) days after such event is known to the Directors or to the Chairman of any committee of the Board. Notwithstanding the foregoing, Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless without (i) advance written notice provided to Executive not less than fourteen (14) days prior to the date of termination setting forth the Company's intention to consider terminating Executive and including a statement of the proposed date of termination and the specific detailed basis for such consideration of termination for Cause, (ii) an opportunity of Executive, together with his counsel, to be heard before the Board at least ten (10) days after the giving of such notice and prior to the proposed date of termination, (iii) a duly adopted resolution of the Board stating that in accordance with the provisions of the next to the last sentence of this paragraph (b), that the actions of Executive constituted Cause and the basis thereof, and (iv) a written determination specifying provided by the reasons for Board setting forth the acts and omissions that form the basis of such termination is made, approved of employment. Any determination by the Board hereunder shall be made by the affirmative vote of at least a two-thirds (2/3) majority of the independent and disinterested members all of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heardother than Executive). Failing such determination and opportunity for hearing, any Any purported termination of employment of Executive by the Company which does not meet each and every substantive and procedural requirement of this paragraph (b) shall be treated for all purposes under this Agreement will be deemed to have occurred as a termination of employment without Cause.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will 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. In the event this Agreement is terminated for Cause, subject to paragraph 6.6 of this Agreement, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company This Agreement may terminate this Agreement be terminated for Cause as hereinafter defined. "Cause. For purposes of this Agreement, “Cause” means" shall mean: (ai) the Executive's death; (ii) the Executive's Permanent Disability, which shall mean the Executive's inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer or any one of its Subsidiaries; (v) the willful and continued or negligent failure of the Executive to perform substantially his duties hereunder in any material respect; (vi) the Executive’s duties with Executive engages in one or more violations of Employer's policies or procedures or directives of the Company Board and that have a material financial adverse effect on the Employer or any one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesits Subsidiaries; or (bvii) the willful engaging by the Executive in illegal conduct, gross misconduct is removed or a clearly established violation suspended from banking pursuant to Section 8(e) of the Company’s Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days' prior written policies notice of the Employer's intention to terminate his employment for any cause (except the Executive's death) specifying the grounds for such termination and procedures, in each case which is materially and demonstrably injurious shall be provided a reasonable opportunity to present to the Company. For purposes Board his position regarding any dispute relating to the existence of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companysuch cause. In the event this Agreement is terminated of a dispute regarding the Executive's Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive's employment with the Employer for Cause, the Company will not have any obligation Executive shall be entitled to provide any further receive from the Employer only such payments or benefits as are due and owing to the Executive after as of the effective date of such termination. This Agreement will not be deemed to have If the Executive's employment is terminated for Cause unless a written determination specifying pursuant to this Section, then the reasons for Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the effective date of such termination is made, approved by a majority and neither the Employer nor any of the independent and disinterested members of the Board of Directors of the Company and delivered its Subsidiaries shall have any further obligations to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, Xxxxxx Savings may terminate Executive’s employment for “Cause” meansif: (ai) the willful Executive commits a felony or any other crime involving dishonesty or breach of trust, or Executive commits any other crime involving moral turpitude with respect to Xxxxxx Savings or that negatively impacts Xxxxxx Savings or involving physical harm to any person (not arising to a felony) that negatively impacts Xxxxxx Savings; (ii) Executive engages in conduct that is in bad faith and continued failure materially injurious to Xxxxxx Savings, including but not limited to misappropriation of the any Xxxxxx Savings property, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive commits a material breach of this Agreement which breach is not cured within thirty (30) days after written notice to perform substantially the Executive’s duties with the Company Executive from Xxxxxx Savings, unless such breach is not curable, in which case there shall be no cure period; (iv) Executive willfully refuses to implement or one follow a lawful policy or directive of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of Xxxxxx Savings, which specifically identifies the manner breach is not cured within thirty (30) days after written notice to Executive from Xxxxxx Savings, unless such breach is not curable, in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; case there shall be no cure period or (bv) Executive engages in misfeasance or malfeasance demonstrated by a pattern of failure to perform job duties diligently and professionally. Upon termination for Cause, Xxxxxx Savings shall pay to Executive all compensation to which Executive is entitled up through the willful engaging by the Executive in illegal conductdate of termination, gross misconduct or a clearly established violation subject to all rights, remedies and defenses of the Company’s written policies Xxxxxx Savings; and procedures, in each case which is materially and demonstrably injurious to the Companythereafter all obligations of Xxxxxx Savings under this Agreement shall cease. For purposes of this provisionCause definition, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to upon a resolution duly adopted by the Board of Directors of either Xxxxxx Savings or based on the DFC or advice of counsel for the Company will Xxxxxx Savings or DFC shall be conclusively presumed to be done, have been done or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments Xxxxxx Savings or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeaffiliate.