Common use of Cause Clause in Contracts

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment at any time for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea the willful and continued failure of nolo contendere, a guilty plea or confession by the Executive to an act perform substantially the Executive’s duties with the Company or one of fraudits subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), misappropriation or embezzlement or after a written demand for substantial performance is delivered to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the 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 habitual drunkenness act or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board of Directors of EDGEN; (vnot including the Executive) the material breach by after reasonable notice is provided to the Executive of this Agreement; or and the Executive is given an opportunity (vi) an act of gross neglect or gross or willful misconduct that relates together with separate counsel if the Board requests its counsel to be present), to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard, finding that, in its reasonable discretionthe good faith opinion of the Board, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections has engaged in the conduct described in subparagraph (iiii), (vii), (iii) and/or or (viiv) hereofabove, then and specifying the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the ExecutiveEmployee’s employment and all of Employee’s rights to receive Base Salary and any Additional Benefits hereunder for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for the term “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions be defined as any of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretofollowing; provided, however, that the Executive shall have Company must determine the right to cure any presence of such breach only one Cause in good faith: (i) Willful misconduct by Employee which materially and demonstrably injures the Company, including (1) time Employee’s material breach of any material duties and responsibilities under this Agreement (other than as a result of incapacity due to Employee’s Disability), (2) Employee’s commission of a material act of fraud upon the Company or (3) Employee’s immoderate use of alcoholic beverages or narcotics or other substance abuse; (ii) Employee willfully engaging in conduct specifically prohibited by the Company’s written policies, including, without limitation, unlawful harassment of any twelve other Company employee. (12iii) month periodEmployee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for a felony or any crime which materially adversely affects the Company and/or its reputation in the community and which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved. For purposes of this Section 5, no act or failure to act on the part of Employee shall be considered “willful” unless done, or omitted to be done, by Employee in bad faith and without reasonable belief by Employee that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be terminated for Cause pursuant to clauses (i), (ii) and (iii) of this Section 5(c) unless and until Employee has received notice of a proposed termination for Cause and Employee has had an opportunity to be heard before at least a majority of members of the Board.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea willful act of nolo contendere, a guilty plea or confession personal dishonesty taken by the Executive Employee in connection with his responsibilities as an employee and intended to an act result in substantial personal enrichment of fraudthe Employee, misappropriation or embezzlement or to a felony; (ii) Employee being convicted of, or pleading nolo contendere to, a felony that is materially and demonstrably injurious to the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; Company, and (iii) following delivery to the willful failure Employee of a written demand for performance from the Company which describes the basis for the Company’s reasonable belief that the Employee has not substantially performed his duties, continued violations by the Executive Employee of the Employee’s obligations to follow the directions Company which are demonstrably willful and deliberate on the Employee’s part. For the purposes of this Section 5(a), no act or failure to act shall be considered “willful” unless done or omitted to be done in bad faith and without reasonable belief that the act or omission was in or not opposed to the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done in good faith and in the best interests of the Company. Notwithstanding anything herein to the contrary, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion Company at a meeting of the Board of Directors of EDGEN; called and held for the purpose (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates after reasonable notice to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems Employee and an opportunity for the Employee with Employee’s counsel to be heard before the Board) finding that in the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure Board the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being Employee was properly terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCause.

Cause. EDGEN may, at any time and in its sole discretion, terminate Immediately upon written notice by the Executive’s employment for Cause (as herein defined) by delivery Company to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for Cause. “Cause” shall mean (i) a Executive’s conviction of, of (or a plea of guilty or nolo contenderecontendere to) a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a guilty plea determination by a majority of the Board in good faith that Executive has (A) willfully and continuously failed to perform substantially the Executive’s duties (other than any such failure resulting from the Executive’s Disability or confession 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 that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, (B) engaged in illegal conduct, an act of dishonesty or gross misconduct, in each case which is in the course of the Executive’s employment and materially injurious to the Company, or (C) willfully violated a material requirement of the Company’s code of conduct or the Executive’s fiduciary duty to the Company. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive to an act in bad faith and without reasonable belief that the Executive’s action or omission was in, or not opposed to, the best interests of fraudthe Company. Notwithstanding the foregoing, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent Cause shall not include any act or practice by omission of which the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions Audit Committee of the Board (or the full Board) has had actual knowledge of Directors of EDGEN; (iv) all material facts related thereto for at least 90 days without asserting that the Executive’s habitual drunkenness act or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodomission constitutes Cause.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct which is materially and demonstrably injurious to the willful Company. For purposes of this provision, no act or failure to act, on the part of the 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 follow act, based upon authority given pursuant to a resolution duly adopted by the directions Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three- quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean mean: (i) a conviction of, a plea the continued and willful failure of nolo contendere, a guilty plea or confession by the Executive to an act perform substantially the Executive’s duties with the Company or one of fraudits affiliates (other than any such failure resulting from incapacity due to physical or mental illness), misappropriation or embezzlement or after a written demand for substantial performance is delivered to the Executive by the Company which specifically identifies the manner in which the Company believes that the Executive has not substantially performed the Executive’s duties and a felony; reasonable time for such substantial performance has elapsed since delivery of such demand, or (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct which is materially injurious to the willful Company. For purposes of this provision, no act or failure to act, on the part of the 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 follow act, based upon authority given pursuant to a resolution duly adopted by the directions Board or upon the instructions of the Chairman of the Board or a senior executive officer of Directors the Company or based upon the advice of EDGEN; counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Following a Change in Control (iv) as defined herein), the Company’s termination of the Executive’s habitual drunkenness or use employment shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of illegal substances, each as determined in a resolution duly adopted by the reasonable discretion affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of Directors of EDGEN; the Board called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to the affairs of Parent and/or EDGEN which Board of Directors of EDGENbe heard before such Board), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeversuch Board, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN mayFor purposes of this Agreement, at "Cause shall mean: (i) the willful and continued failure by the Executive (other than any time and in its sole discretion, terminate such failure resulting from (1) the Executive’s employment 's incapacity due to physical or mental Amended and Restated Change in Control Agreement illness, (2) any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Cause Good Reason or (as herein defined3) by delivery the Company's active or passive obstruction of the performance of the Executive's duties and responsibilities) to perform substantially the duties and responsibilities of the Executive's position with the Company after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Board, which demand specifically identifies the manner in which the Board believes that the Executive to an act of fraud, misappropriation has not substantially performed the duties or embezzlement or to a felony; responsibilities; (ii) the commission conviction of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentby a court of competent jurisdiction for felony criminal conduct which, in the good faith opinion of the Company, would impair the Executive's ability to perform his or her duties or impair the business reputation of the Company; or (iii) the willful failure engaging by the Executive in fraud or dishonesty which is demonstrably and materially injurious to follow the directions of the Board of Directors of EDGEN; (iv) Company, monetarily or otherwise. No act, or failure to act, on the Executive’s habitual drunkenness 's part shall be deemed willful unless committed, or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach omitted by the Executive in bad faith and without reasonable belief that the Executive's act or failure to act was in the best interest of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good Company and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty either failed to correct, or failed to take all reasonable steps to correct, such act or failure to act within sixty (3060) days following his from the Executive's receipt of written notice from the Termination Notice to cure Company demanding that the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being Executive take such action. The Executive shall not be terminated for Cause pursuant thereto; providedunless and until the Company shall have delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, howevertogether with the Executive's counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive shall have Executive's conduct was Cause and specifying the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN mayDuring the two-year period following a Change in Control, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such "Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” " shall mean (i) the willful and continued failure of the Employee to substantially perform his duties with the Corporation (other than any such failure resulting from the Employee's incapacity due to physical or mental illness or any such failure subsequent to the Employee being delivered a conviction of, a plea notice of nolo contendere, a guilty plea or confession termination without Cause by the Executive Corporation or delivering a notice of termination for Good Reason to an act of fraudthe Corporation) after a written demand for substantial performance is delivered to the Employee by the Board which specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee's duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by the Employee in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Corporation or its subsidiaries. For purpose of this paragraph (b), no act or failure to act by the Employee shall be considered "willful" unless done or omitted to be done by the Employee in bad faith and without reasonable belief that the Employee's action or omission was in the best interests of the Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Corporation. Cause shall not exist unless and until the Corporation has delivered to the Employee a copy of a fraudulent act or practice resolution duly adopted by two-thirds (2/3) of the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions entire Board at a meeting of the Board of Directors of EDGEN; called and held for such purpose (iv) after reasonable notice to the Executive’s habitual drunkenness or use of illegal substancesEmployee and an opportunity for the Employee, each as determined together with counsel, to be heard before the Board), finding that in the reasonable discretion good faith opinion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.Board

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause ("Cause" shall mean termination as herein defined) a result of: 3.2.1 The willful and continued failure by delivery You to substantially perform your duties with the Company as such employment was performed by You prior to the Executive Change in Control or any such actual or anticipated failure after the issuance by You of a Notice of Termination Notice specifying for Good Reason as defined herein after a written demand for substantial performance is delivered to You by the nature Board of such CauseDirectors, effective as which demand specifically identifies the manner in which the Board believes that You have not substantially performed your duties; or 3.2.2 The willful act by You in conduct that is demonstrably and materially injurious to the Company, and which the Board deems to cause or will cause substantial economic damage to the Company or injury to the business reputation of the date (such effective date referred to herein as a “Termination Date”) of such Termination NoticeCompany, monetarily or otherwise. For purposes hereofof this Section, termination no act, or failure to act, on your part shall be deemed “willful" unless done, or omitted to be done, by You not in good faith and without a reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, You shall not be deemed to have been terminated for “Cause” Cause unless and until there shall mean (i) have been delivered to You a conviction of, copy of a plea of nolo contendere, a guilty plea or confession resolution duly adopted by the Executive to an act affirmative vote of fraud, misappropriation or embezzlement or to a felony; (ii) not less than three-quarters of the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for such purpose (after reasonable notice to You and an opportunity for You, together with your counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board You were guilty of EDGEN; (v) the material breach by the Executive conduct set forth above in clauses 3.2.1 or 3.2.2 of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to Section and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” " shall mean termination on account of (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by the Executive to follow substantially perform Executive's duties with Bank (other than any such failure resulting from Executive's incapacity due to physical or mental illness or Disability or any failure after the directions issuance of a Notice of Termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of Bank and/or its affiliates, and which failure continues more than three (3) business days after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties or (B) the willful engaging by Executive in conduct which is demonstrably and materially injurious to Bank or its affiliates, monetarily or otherwise. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of the resolution duly adopted by the affirmative vote of not less than a majority in number of the entire membership of the Board of Directors of EDGEN; (ivexcluding Executive if Executive is then a Director) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of Directors the Board, Executive was guilty of EDGEN; (vconduct set forth above in this Section 4(f)(ii) and specifying the material breach by the Executive particulars thereof in detail. For purposes of this Agreement; Section, no act or (vi) an failure to act of gross neglect by Executive shall be considered “willful” unless it is done, or gross or willful misconduct that relates omitted to the affairs of Parent and/or EDGEN which Board of Directors of EDGENbe done, in its bad faith and without reasonable discretionbelief that Executive’s action or omission was in the best interests of the Bank. Any act, deems or failure to act, based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and sufficient cause; provided, that if in the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodBank.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” " shall mean termination on account of (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by the Executive to follow substantially perform Executive's duties with Bank (other than any such failure resulting from Executive's incapacity due to physical or mental illness or Disability or any failure after the directions issuance of a Notice of Termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of Bank and/or its affiliates, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's duties or (B) the willful engaging by Executive in conduct which is demonstrably and materially injurious to Bank or its affiliates, monetarily or otherwise. No act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of Bank. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; (vafter reasonable notice to Executive and an opportunity for Executive, together with Executive's counsel, to be heard before the Board) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGENfinding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure Board, Executive was guilty of conduct set forth above in this Section 4(f)(ii) and specifying the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, The Company may at any time and in its sole discretion, terminate the Executive’s 's employment under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “"Cause” shall mean " means: (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful and continued failure by the Executive to follow the directions of the Board of Directors of EDGEN; substantially perform his duties under this Agreement (iv) other than any such failure resulting from the Executive’s habitual drunkenness 's incapacity due to physical or use mental illness or from the termination of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach this Agreement by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates for Good Reason), after a demand for substantial performance is delivered to the affairs of Parent and/or EDGEN Executive by the Company specifically identifying the manner in which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Company believes the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)has not substantially performed his duties, (v) and/or (vi) hereof, then and the Executive shall have the failed to resume substantial performance of such duties within thirty (30) days following his receipt of receiving such demand, (ii) the willful engaging by the Executive in criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the conviction of the Termination Notice Executive of a felony (other than a traffic violation) or the conviction of the Executive of a misdemeanor which impairs the Executive's ability substantially to cure perform his duties with the breach specified thereinCompany. For purposes of this paragraph, if capable no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of being cured, the Company. Notwithstanding anything herein to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevercontrary, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the members of the Board then in office (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to cure any such breach only one the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in clause (1i), (ii) time or (iii), above, and specifying the particulars thereon in any twelve (12) month perioddetail.

Cause. EDGEN The Company may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGENor the Chief Executive Officer; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors or use of EDGENillegal substances; (v) the material breach by the Executive of this Agreement; Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company and/or Parent and/or EDGEN which the Board of Directors of EDGEN, the Company in its reasonable discretion, discretion deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then hereof and the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN therein prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Cause. EDGEN may, at any time and in its sole discretion, terminate The Company may Terminate the Executive’s employment for Cause (as herein defined) by delivery to Employment of the Executive of a Termination Notice specifying during the nature of such Employment Period for Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession repeated violations by the Executive of the Executive’s obligations under Section 3(a) of this Agreement (other than as a result of incapacity due to an act physical or mental illness) which are demonstrably willful and deliberate on the Executive’s part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of fraud, misappropriation the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or embezzlement or to a felony; (ii) the commission conviction of the Executive of a fraudulent act felony involving moral turpitude. For purposes of this Section 4(b), no act, or practice failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive affecting EDGEN and/or Parent; 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 upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company (iiior any act which the Executive omits to do because of the Executive’s reasonable belief that such act would violate law or the Company’s standards of ethical conduct in its corporate policies) the willful failure 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. The cessation of employment of the Executive shall not be deemed to follow be for Cause unless and until there shall have been delivered to the directions Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) excluding the Executive’s habitual drunkenness or use , if the Executive is a member of illegal substances, each as determined in the reasonable discretion Board) at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel for the Executive, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have committed the right to cure any such breach only one (1conduct described in Section 4(b)(i) time or 4(b)(ii), and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “the term "Cause” " shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful and continued failure by the Executive to follow the directions of the Board of Directors of EDGEN; substantially perform his duties under this Agreement (iv) other than any such failure resulting from the Executive’s habitual drunkenness 's incapacity due to physical or use mental illness or from the termination of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach this Agreement by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates for Good Reason), after a demand for substantial performance is delivered to the affairs of Parent and/or EDGEN Executive by the Company specifically identifying the manner in which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Company believes the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)has not substantially performed his duties, (v) and/or (vi) hereof, then and the Executive shall have the failed to resume substantial performance of such duties within thirty (30) days following his receipt of receiving such demand, (ii) the willful engaging by the Executive in criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the conviction of the Termination Notice Executive of a felony or the conviction of the Executive of a misdemeanor which impairs the Executive's ability substantially to cure perform his duties with the breach specified thereinCompany. For purposes of this paragraph, if capable no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of being cured, the Company. Notwithstanding anything herein to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevercontrary, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the members of the Board then in office (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to cure any such breach only one the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in clause (1i), (ii) time or (iii), above, and specifying the particulars thereon in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company; (vii) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company; or (xi) engaged in or committed a breach of any term of this Agreement. For purposes of the above clauses (i) and (vi) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause (as herein defined) by without delivery to the Executive of a Termination Notice specifying notice of termination signed by the nature of such CauseCompany’s Chief Executive Officer stating that, effective as in the good faith opinion of the date (officer signing such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevernotice, the Executive shall have has engaged in or committed conduct of the right to cure any such breach only one (1) time nature described above in any twelve (12) month periodthe second sentence of this Section 3(d), and specifying the particulars thereof.

Cause. EDGEN may, at any time and in its sole discretion, terminate “Cause” means (i) the Executive’s employment for Cause (as herein defined) by delivery willful conduct that is demonstrably and materially injurious to the Executive of a Termination Notice specifying the nature of such CauseCompany or an Affiliate, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea monetarily or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyotherwise; (ii) the commission Executive’s breach of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentcovenant set forth in Section 3; (iii) the willful failure by the Executive to follow the directions Executive’s breach of the Board of Directors of EDGENExecutive’s fiduciary duties to the Company or an Affiliate that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (iv) the Executive’s habitual drunkenness conviction of any crime (or use entering a plea of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGENguilty or nolo contendere to any crime) constituting a felony; (v) the material breach by Executive’s entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of this Agreement; a company that has publicly traded securities or (vi) an act willful and continuous nonperformance, lack of gross neglect performance of or gross refusal to perform a reasonable order, policy or willful misconduct that relates rule of the Board or the Company involving a material issue concerning the Company after written notice delivered to the affairs Executive describing with specificity the elements of Parent and/or EDGEN which Board the nonperformance, lack of Directors performance or refusal to perform and the relevant order, policy or rule, and the failure of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant have cured such nonperformance, lack of performance or refusal to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the perform within thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable such written notice. A termination of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have not be for “Cause” unless the right decision to cure any terminate the Executive is set forth in a resolution of the Board to that effect and which specifies the particulars thereof and that is approved by a majority of the members of the Board (exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such breach only one purpose (1) time after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board). No act or failure to act by the Executive will be deemed “willful” if it was done or omitted to be done by the Executive in any twelve (12) month periodgood faith or with a reasonable belief on the part of the Executive that the action or omission was in the best interest of the Company or an Affiliate. Any act or failure to act by the Executive based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel to the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interest of the Company and its Affiliates.

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause ("Cause" shall mean termination as herein defined) a result of: 3.2.1 The willful and continued failure by delivery You to substantially perform your duties with the Company as such employment was performed by You prior to the Executive Change in Control (other than any such failure resulting from your Disability or any such actual or anticipated failure after the issuance by You of a Notice of Termination Notice specifying for Good Reason as defined herein) after a written demand for substantial performance is delivered to You by the nature of such CauseBoard, effective as which demand specifically identifies the manner in which the Board believes that You have not substantially performed your duties; or 3.2.2 The willful act by You in conduct that is demonstrably and materially injurious to the Company, and which the Board deems to cause or will cause substantial economic damage to the Company or injury to the business reputation of the date (such effective date referred to herein as a “Termination Date”) of such Termination NoticeCompany, monetarily or otherwise. For purposes hereofof this Section, termination no act, or failure to act, on your part shall be deemed “willful" unless done, or omitted to be done, by You not in good faith and without a reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, You shall not be deemed to have been terminated for “Cause” Cause unless and until there shall mean (i) have been delivered to You a conviction of, copy of a plea of nolo contendere, a guilty plea or confession resolution duly adopted by the Executive to an act affirmative vote of fraud, misappropriation or embezzlement or to a felony; (ii) not less than three-quarters of the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for such purpose (after reasonable notice to You and an opportunity for You, together with your counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board You were guilty of EDGEN; (v) the material breach by the Executive conduct set forth above in clauses 3.2.1 or 3.2.2 of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to Section and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement only, termination for the Company shall have “Cause” shall mean to terminate the Executive’s employment hereunder only on the basis of: (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful and continued failure by the Executive to follow substantially perform the directions Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness and other than in respect of any duties inconsistent with, or more burdensome than, the Executive’s duties with the Company immediately prior to a Change in Control of the Board Company); (ii) misappropriation or embezzlement from the Company or any other act or acts of Directors dishonesty by the Executive constituting a felony that results, or is intended to result, directly or indirectly, in gain to or personal enrichment of EDGENthe Executive at the Company’s expense; (iii) the conviction of the Executive of a felony involving the moral turpitude of the Executive; or (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion refusal of the Board Executive to accept offered employment after a Change in Control which complies with the terms and conditions of Directors Section 3(g) hereof. For purposes of EDGEN; (v) this Section 3(c), no act or failure to act on the material breach part of the Executive shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then was in the Executive shall have the thirty (30) days following his receipt best interest of the Termination Notice to cure Company. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to cure any such breach only one (1the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board), finding that the Executive was guilty of conduct set forth in this Section 3(c) time and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN mayDuring the Period of Employment, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such "Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, " means termination for “Cause” shall mean upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession the willful and continued failure by the Employee to perform substantially his duties with the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Employee by the Chief Executive to an act Officer of fraudthe Company ("CEO") which specifically identifies the manner in which the CEO believes that the Employee has not substantially performed his duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by the Employee in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this Section 2(a), no act, or failure to act, on the part of the Employee shall be considered "willful" unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee's action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) affirmative vote of not less than three quarters of the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board the Employee was guilty of EDGEN; the conduct set forth above in (vi) the material breach by the Executive or (ii) of this Agreement; or (viSection 2(a) an act of gross neglect or gross or willful misconduct that relates to and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Bank may terminate the Executive’s employment for Cause (as herein defineda “Termination for Cause”) by delivery at any time after notice to the Executive of a Termination Notice specifying setting forth in reasonable detail the nature of such Causethe Cause and after an opportunity for the Executive, effective together with his counsel, to be heard before the Board of Directors. The following, as determined by the Board of the date (such effective date referred to herein as a “Termination Date”) Directors in its reasonable judgment, shall constitute Cause for termination of such Termination Notice. For purposes hereof, termination for “Cause” shall mean employment: (i) a conviction of, a plea of nolo contendere, a guilty plea the Executive’s deliberate dishonesty with respect to the Bank or confession by the Executive to an act of fraud, misappropriation any subsidiary or embezzlement affiliate thereof; or to a felony; (ii) the commission conviction of a fraudulent act crime related to banking activity or practice by the Executive affecting EDGEN and/or Parentmoral turpitude; or (iii) the gross and willful failure by to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to follow the directions Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of EDGENsuch failure; or (iv) the willful engaging by the Executive in illegal or gross misconduct which is materially and demonstrably injurious to the Bank or the Company. For purposes of this provision, no act or failure to act, on the part of the 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 habitual drunkenness action or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or a senior officer of EDGEN; (v) the material breach Bank, or based upon the advice of counsel for the Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to in good faith and in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Bank. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been discharged for “Cause” unless and until there shall have been delivered to him a copy of a certification by the right Clerk of the Bank that two-thirds (2/3) of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to cure any such breach only one (1) time be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive, except as provided for in any twelve (12) month periodSection 6.2 of this Agreement.

Cause. EDGEN may, at any time and in its sole discretiontime, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice). For purposes hereof, termination for “Cause” shall mean mean: (i) (A) a conviction of, a plea of nolo contendere, a guilty plea or confession the admission (in court) by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyfelony or (B) any act of fraud, or embezzlement or theft by the Executive, in each case, in connection with the Executive’s duties hereunder or in the course of the Executive’s employment hereunder, in each case, against or affecting the Company; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the lawful directions of the Board, which directions are consistent with this Agreement (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for compliance is delivered to the Executive by EDGEN which specifically identifies the manner in which the Board believes that the Executive has not complied and the Executive is given a reasonable opportunity of Directors of EDGENnot more than twenty business days to cure any such failure; (iviii) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (viv) the material breach by the Executive of this AgreementAgreement (other than any such failure resulting from incapacity due to physical or mental illness); or (viv) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN EDGEN, which Board of Directors results in material harm to the financial condition or reputation of EDGEN. For purposes of this provision, in its reasonable discretionno act or failure to act, deems on the part of the 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 EDGEN. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by EDGEN, including, without limitation, the Board, or based upon the advice of counsel for EDGEN, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and sufficient cause; provided, that if in the best interests of EDGEN. If the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (viv) and/or (viv) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of the Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Company of the Executive’s employment for Cause “Cause” will mean: (i) Executive’s willful and continued failure to substantially perform the duties of Executive’s position, other than failure resulting from Executive’s complete or partial incapacity due to physical or mental illness or impairment; (ii) Executive’s willful and continued failure to substantially perform the specific and lawful directives of the Board, as herein definedreasonably determined by the Board, other than failure resulting from Executive’s complete or partial incapacity due to physical or mental illness or impairment; (iii) by delivery Executive’s willful commission of an act of fraud or dishonesty resulting in, or that is likely to result in, material economic or financial injury to the Executive of a Termination Notice specifying Company; or (iv) Executive’s willful engagement in illegal conduct which was or is reasonably likely to be materially injurious to the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination NoticeCompany. For purposes hereofof this Section 7(a), termination for no act, or failure to act, on Executive’s part shall be deemed “Causewillful” shall mean unless done, or omitted to be done, by Executive not in good faith. In the event of any alleged breach pursuant to (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) of this Section 7(a), the commission of a fraudulent act or practice by Company will first give Executive written notice which specifically identifies the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of manner in which the Board of Directors of EDGEN; (iv) believes that the Executive’s habitual drunkenness or use of illegal substancesconduct constitutes the alleged performance breach to enable Executive to correct the deficiency within a reasonable time period, each as determined in which will not be less than thirty (30) days, before the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice Company can proceed with respect to a termination for Cause under either (i) or (ii) of this Section 7(a). In the event of any alleged conduct described in (iii) or (iv) of this Section 7(a), the Company will deliver to Executive written notice which sets forth the Board’s finding that Executive engaged in such conduct and specifying the particulars thereof. In the event of a Change of Control pursuant to subsections (iii), (v) and/or (vi) hereofwhich the Company is not the surviving entity, then on and after such Change of Control, all determinations and actions required to be taken by the Executive Board under this Section 7(a) shall have be made or taken by the thirty (30) days following his receipt board of directors of the Termination Notice to cure surviving entity, or if the breach specified thereinsurviving entity is a subsidiary, if capable then by the board of being cured, to directors of the reasonable satisfaction ultimate parent corporation of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodsurviving entity.

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause "Cause" shall mean termination upon (as herein definedA) the willful and continued failure by delivery you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Chief Executive Officer of the Company or the Compensation Committee of the Board, which specifically identifies the manner in which such executive or committee believes that you have not substantially performed your duties, or (B) the willful engaging by you in misconduct which is materially injurious to the Executive of a Termination Notice specifying the nature of such CauseCompany, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Noticemonetarily or otherwise. For purposes hereofof this paragraph, termination no act, or failure to act, on your part shall be considered "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for “Cause” Cause unless and until there shall mean (i) have been delivered to you a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission copy of a fraudulent act Notice of Termination (as defined below) from the Chief Executive Officer of the Company or practice by the Executive affecting EDGEN and/or Parent; (iii) Compensation Committee of the willful failure by Board, after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Executive to follow the directions Compensation Committee of the Board (or, if there be no such committee or such committee delivers the Notice of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substancesTermination, each as determined in the reasonable discretion of the Board of Directors Directors), finding that in the good faith opinion of EDGEN; such committee (vor the Board) you were guilty of conduct set forth above in clauses (A) or (B) of the material breach by the Executive first sentence of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to paragraph and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company shall have the right to terminate the Executive’s 's employment for Cause (as herein defined) by delivery ), and such termination in and of itself shall not be, nor shall it be deemed to the Executive be, a breach of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Noticethis Agreement. For purposes hereofof this Agreement, termination for “the Company shall have "Cause” shall mean " to terminate Executive's employment upon Executive's: (i) a conviction of, a or plea of guilty or nolo contenderecontendere to, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to any crime constituting a felony; ; (ii) the commission of a fraudulent material act of dishonesty, fraud, misrepresentation or practice by other act of moral turpitude that would, in the Executive affecting EDGEN and/or Parent; Board's reasonable judgment, prevent the effective performance of his duties hereunder; (iii) the willful continued failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following substantially perform his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, duties hereunder to the reasonable satisfaction of the Board (other than such failure resulting from Executive's incapacity due to physical or mental illness or subsequent to the issuance of Directors a Notice of EDGEN prior Termination by Executive for Good Reason (as defined in Section 5(d)) after demand for substantial performance is delivered by the Board in writing that specifically identifies the manner in which the Board believes Executive has not used reasonable best efforts to substantially perform his employment being terminated for Cause pursuant theretoduties; providedor (iv) willful misconduct (including, howeverbut not limited to, a willful breach of the provisions of Section 8) that is, in the Board's reasonable judgment, injurious to the Company or to any entity in control of, controlled by or under common control with the Company ("AFFILIATE"). For purposes of this Section 5(c), no act, or failure to act, by Executive shall be considered "willful" unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or any Affiliates thereof; PROVIDED, HOWEVER, that the requirements outlined in paragraphs (iii) or (iv) above shall be deemed to have occurred if Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the right inappropriate action or non-action. This Section 5(c) shall not prevent Executive from challenging the Board's determination that Cause exists or that Executive has failed to cure any such breach only one act (1or failure to act) time that purportedly formed the basis for the Board's determination, under the arbitration procedures set forth in any twelve (12) month periodSection 10 below.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause Cause. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon the Executive’s (as herein definedi) by delivery willful and continued failure substantially to perform his material duties with Company (other than due to Disability), or the commission of any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in each case, after notice thereof from the Board to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date and (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (iwhere possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in all respects, (ii) fraud, breach of fiduciary duty, dishonesty, misappropriation or other act that causes material damage to the Company’s property or business, (iii) repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of time would become a Disability, (iv) admission or conviction of, a or plea of nolo contenderecontendere to, a guilty plea or confession by any crime that, in the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions reasonable judgment of the Board of Directors of EDGEN; (iv) Board, adversely affects the Company’s reputation or the Executive’s habitual drunkenness or use ability to carry out the obligations of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)his employment, (v) and/or failure to reasonably cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding, after notice thereof from the Board to the Executive and a reasonable opportunity for the Executive to cure such non-cooperation or, (vi) hereof, then the Executive shall have the thirty (30) days following his receipt act or omission by in violation or disregard of the Termination Notice to cure the breach specified thereinCompany’s policies, if capable of being cured, including but not limited to the reasonable satisfaction harassment and discrimination policies and Standards of Board Conduct of Directors the Company then in effect, in such a manner as to cause significant loss, damage or injury to the property, reputation or employees of EDGEN prior the Company. In addition, the Executive’s employment shall be deemed to his employment being have terminated for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of Company. Any act or failure to act based upon authority given pursuant thereto; providedto a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, howeveror omitted to be done, in good faith and in the Executive shall have best interests of the right to cure any such breach only one (1) time in any twelve (12) month periodCompany.

Cause. EDGEN may, at any time and in its sole discretion, terminate Cause" shall mean the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean 's (i) conviction, or entry of a conviction of, guilty plea or a plea of nolo contenderecontendre with respect to, a guilty plea felony, a crime of moral turpitude or confession by the Executive to an act of fraudany crime committed against MFA, misappropriation or embezzlement or to a felony; other than traffic violations, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the commission performance of a fraudulent act or practice by the Executive affecting EDGEN and/or Parenthis duties under this Agreement; (iii) failure to adhere to the willful failure by the Executive to follow the lawful directions of the Board of Directors of EDGENthat are reasonably consistent with his duties and position provided for herein; (iv) the Executive’s habitual drunkenness or use breach in any material respect of illegal substances, each as determined in the reasonable discretion any of the Board provisions of Directors Paragraph 7 of EDGENthis Agreement resulting in material and demonstrable economic injury to MFA; (v) the material breach by the Executive chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (vi) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a "Default"), and an act opportunity for 20 business days from the date of gross neglect or gross or willful misconduct that relates such notice in which to cure such Default, such period to be subject to extension in the discretion of the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the affairs Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, to be heard by the Board of Parent and/or EDGEN which Directors, and (z) delivery to the Executive of a notice of termination approved by said Board of Directors of EDGEN, in stating its reasonable discretion, deems to be good and sufficient cause; provided, faith opinion that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)has engaged in actions or conduct described in the preceding sentence, (v) and/or (vi) hereof, then which notice specifies the Executive shall have the thirty (30) days following his receipt particulars of the Termination Notice to cure the breach specified therein, if capable of being cured, to the such action or conduct in reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretodetail; provided, however, MFA may suspend the Executive shall have the with pay until such time as his right to cure any appear before the Board of Directors has been exercised, so long as such breach only one appearance is within two (12) time in any twelve (12) month periodweeks of the date of suspension.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “"Cause” " shall mean mean: (i) the willful and continued failure of Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a conviction of, a plea of nolo contendere, a guilty plea or confession written demand for substantial performance is delivered to Executive by the Parent Board (as defined herein) or the Chief Executive to an act Officer of fraud, misappropriation the Company which specifically identifies the manner in which the Parent Board or embezzlement the Chief Executive Officer of the Company believes that Executive has not substantially performed Executive's duties; or to a felony; (ii) the commission willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Parent Group. For purposes of this provision, no act or failure to act, on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Parent Group. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Parent Board or upon the instructions of the Chief Executive Officer or a senior officer of Parent or the Company or based upon the advice of counsel for Parent or the Company shall be conclusively presumed to be done, or omitted to be done, by Executive, in good faith and in the best interests of the Parent Group. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a fraudulent act or practice resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Parent Board at a meeting of the Parent Board called and held for such purpose (after reasonable notice is provided to Executive affecting EDGEN and/or and Executive is given an opportunity, together with counsel, to be heard before the Parent Board), finding that, in the good faith opinion of the Parent Board, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. As used in this Paragraph, "Parent Board" means the board of directors of the Parent; (iii) , except that in the willful failure by event that the Executive to follow Parent no longer owns 50% of the directions outstanding voting securities of the Company, then the Parent Board shall mean the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCompany.

Cause. EDGEN mayAfter a Change of Control, at any time "Cause," as used in this Agreement, shall have the following meaning and not the meaning given in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean Section 3.3: (i) the willful and continued failure of the Employee to perform substantially the Employee's duties hereunder (other than any such failure resulting from incapacity due to physical or mental illness), after a conviction of, a plea of nolo contendere, a guilty plea or confession written demand for substantial performance is delivered to the Employee by the Executive to an act Board of fraudthe Company which specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee's duties, misappropriation or embezzlement or to a felony; or (ii) the commission willful engaging by the Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or its affiliates. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee's action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of a fraudulent act senior officer of the Company or practice based upon the advice of counsel for the Company or its affiliates shall be conclusively presumed to be done, or omitted to be done, by the Executive affecting EDGEN and/or Parent; (iii) Employee in good faith and in the willful failure best interests of the Company or its affiliates. The cessation of employment of the Employee shall not be deemed to be for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the Executive to follow affirmative vote of not less than three-quarters of the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of Directors of EDGEN; the Board, the Employee has engaged in the conduct described in subparagraph (vi) the material breach by the Executive of this Agreement; or (viii) an act of gross neglect or gross or willful misconduct that relates to above, and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company shall have “Cause” to terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean hereunder upon: (i) a conviction ofExecutive’s failure to substantially perform Executive’s duties as an employee of the Company (other than any such failure resulting from Executive’s Disability); (ii) Executive’s failure in any material respect to carry out or comply with any lawful and reasonable directive of the CEO consistent with the terms of this Agreement; (iii) Executive’s material breach of this Agreement; (iv) Executive’s conviction, a plea of no contest, plea of nolo contendere, a guilty plea or confession by imposition of unadjudicated probation for any felony; (v) Executive’s unlawful use (including being under the Executive to influence) or possession of illegal drugs on the Company’s (or any of its affiliate’s) premises or while performing Executive’s duties and responsibilities under this Agreement; or (vi) Executive’s commission of an act of fraud, misappropriation embezzlement, misappropriation, willful misconduct, or embezzlement breach of fiduciary duty against the Company or any of its affiliates; provided that no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act or failure to act, based upon specific authority given pursuant to a felony; specific direction given by the CEO or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, in the case of clauses (i), (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; and (iii) above, no Cause will have occurred unless and until the willful failure by the Executive to follow the directions Company has: (a) provided Executive, within 60 days of the Board of Directors of EDGEN; (iv) the ExecutiveCompany’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion knowledge of the Board occurrence of Directors the facts and circumstances underlying the Cause event, written notice stating with specificity the applicable facts and circumstances underlying such finding of EDGENCause; and (vb) provided Executive with an opportunity to cure the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the same within thirty (30) days following his after the receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretosuch notice; provided, however, the that Executive shall have the right to cure any such breach be provided only one (1) time cure opportunity per category of Cause event in any rolling twelve (12) month period. If the Executive fails to cure the same within such thirty (30) days, then “Cause” shall be deemed to have occurred as of the expiration of the 30-day cure period. For the avoidance of doubt, Executive’s death or Disability shall not constitute “Cause” hereunder.

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination (i) upon your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your Disability or any such actual or anticipated failure after your issuance of a conviction ofNotice of Termination (as defined in Section 4(e)) for Good Reason (as defined in Section 4(d))), after a plea of nolo contendere, a guilty plea or confession written demand for substantial performance is delivered to you by the Executive Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (ii) upon your willful and continued failure to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from your Disability or any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (iii) upon your commission of an act of fraudfraud or dishonesty resulting in material economic or financial injury to the Company or (iv) upon your engagement in illegal conduct or gross misconduct, misappropriation in each case which is materially and demonstrably injurious to the Company. For purposes of this subsection (c), no act or embezzlement failure to act shall be considered “willful” unless done or omitted to be done in bad faith and without reasonable belief that your action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a felony; resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s chief executive officer shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to you a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding you if you are a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clause (i), (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; ), (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; or (iv) has occurred and specifying the Executive’s habitual drunkenness or use particulars thereof in detail. The Company must notify you of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; any event constituting Cause within ninety (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (3090) days following his receipt the Company’s knowledge of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for its existence or such event shall not constitute Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodunder this Agreement.

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the ExecutiveCompany of the Employee’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by the Executive Employee to follow substantially perform his/her duties with the directions of Company (other than any such failure resulting from the Board of Directors of EDGEN; Employee’s physical or mental incapacity due to injury or illness) after written demand for substantial performance is delivered to the Employee by the Company, which demand specifically identifies the manner in which the Employee has not substantially performed his/her duties, or (ivB) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach willful engaging by the Executive Employee in conduct which is demonstrably injurious to the Company, monetarily or otherwise. For purposes of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections Subsection (iii), no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee in bad faith and without “reasonable belief” (vas hereinafter defined) and/or (vi) hereofthat his/her action or omission was in, then or not opposed to, the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Company. The phrase “reasonable belief” shall mean the breach specified therein, if capable of being cured, belief that a reasonable and prudent man would have had in the same or similar circumstances as to the reasonable satisfaction act or failure to act. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of Board counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith, and in the best interests of Directors of EDGEN prior the Company. Notwithstanding the foregoing the Employee shall not be deemed to his employment being have been terminated for Cause pursuant thereto; provided, however, the Executive unless and until there shall have been delivered to the right Employee 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 the Board called for such purpose (after reasonable notice to cure any such breach only one the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth above in (1A) time or (B) of this Subsection (iii) and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Employer may terminate the Executive’s employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreementthe Executive’s obligations under Paragraph 2 above (other than as a result of temporary incapacity due to physical or mental illness, or Disability) which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Employer and which is not remedied in a reasonable period of time after receipt of written notice from the Employer specifying such breach; (ii) the conviction of the Executive of a capital felony; or (viiii) an act a material breach of gross neglect or gross or willful misconduct that relates the Executive’s fiduciary duty to the affairs Employer or a willful and deliberate violation in the course of Parent and/or EDGEN performing his duties for the Employer of relevant laws, rules or regulations (other than traffic violations or other minor offenses) which Board causes substantial loss, material damage or significant injury to the property or reputation of Directors the Company. (No act or failure to act on the Executive’s part shall be considered willful unless done or omitted in bad faith and without reasonable belief that the action or omission was in the best interest of EDGENthe Employer.) Notwithstanding the foregoing, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect not be deemed to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being been terminated for Cause pursuant thereto; providedunless and until there shall have been delivered a copy of a resolution duly adopted by the affirmative vote of at least eighty percent (80%) of the membership of the Board (deemed to not include Executive should he be a member of the Board as of such time) at a meeting of the Board called and held for such purpose (after reasonable notice and an opportunity to be remedied and cured as provided herein and/or to be heard by the Board), howeverfinding that, in the good faith opinion of the Board, Executive was culpable of the act or omission giving rise to Cause and specifying the particulars in detail. For the avoidance of doubt, Executive shall have be provided a reasonable period of time to remedy or cure the right to cure matters identified by Employer as constituting Cause, as provided herein, before any such breach only one (1) time in any twelve (12) month periodresolution alleging Cause on the part of Executive is considered by the Board for adoption.

Cause. EDGEN mayThe Company shall have the right to terminate Executive's employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) Executive's conviction of, or plea of guilty or no contest to: (A) any felony or other criminal offense that could result in imprisonment of at least 1 year or (B) a crime involving fraud, theft, misappropriation, dishonesty or embezzlement under either federal or state law; (ii) Executive's dishonesty in communications to the Board, any member of the Board or any other superior officer or superior employee he is required to report to in the course of fulfilling Executive's material employment duties; (iii) Executive's proven commission of intentional or grossly negligent acts that materially impair the goodwill or business of the Company or cause material damage to its property, goodwill or business; or (iv) Executive's willful failure to perform Executive's employment duties in any material respect (other than as a result of Executive's short term disability or medical emergency involving a member of Executive's immediate family, or as the result of any Company approved leave). If the Board has reasonable belief that Executive has committed any of the acts described above, it may suspend Executive (with pay) while it investigates whether it has or could have Cause to terminate Executive. The Company may terminate Executive for Cause prior to the completion of its investigation; provided, that, if it is ultimately determined that Executive has not committed an act which would constitute Cause, Executive, at any time and in its sole discretionthe option of the Board, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, shall be reinstated effective as of the date (such effective date referred to herein of suspension or shall be treated as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “if he were terminated without Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Cause. EDGEN may, at any time and in its sole discretion, The Employer may terminate the Executive’s Employee's employment under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “the Employer shall have "Cause” shall mean " to terminate the Employee's employment under this Agreement upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiia) the willful and continued failure by the Executive Employee to follow substantially perform his duties under this Agreement (other than any such failure resulting from the directions Employee's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Employer, in writing, specifically identifying the manner in which the Employer believes the Employee has not substantially performed his duties and the Employee fails to perform as required within 15 days after such demand is made, (b) the willful engaging by the Employee in criminal misconduct (including embezzlement and criminal fraud) which is materially injurious to the Employer, monetarily or otherwise or (c) the conviction of the Employee of a felony. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Employer. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (ivother than the Employee) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates after reasonable written notice to the affairs of Parent and/or EDGEN which Board of Directors of EDGENEmployee and an opportunity for him, in its reasonable discretiontogether with his counsel, deems to be heard before the Board), finding that in the good and sufficient cause; providedfaith opinion of the Board, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections Employee was guilty of conduct set forth above in clause (iiia), (vb) and/or or (vi) hereofc), then and specifying the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive The Company shall have the right to cure any terminate Executive's employment for Cause, and such termination shall not be, nor shall it be deemed to be, a breach only one of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment upon: (1i) time Executive's conviction of a felony by a federal or state court of competent jurisdiction; or (ii) an act or acts of dishonesty taken by Executive and intended to result in any twelve substantial personal enrichment of Executive at the expense of the Company; or (12iii) month periodExecutive's "willful" failure to follow a direct, reasonable and lawful order from the Board and/or the Chairman and Chief Executive Officer, within the reasonable scope of Executive's duties, which failure is not cured within thirty (30) days. For purposes of this Section 6(c), no act, or failure to act, by Executive shall be considered "willful" unless done, or omitted to be done, by Executive not in good faith and without a reasonable belief that the act or omission was in the best interests of the Company. Cause shall not exist under paragraphs (i), (ii) or (iii) above unless and until the Company has delivered to Executive a copy of a resolution duly adopted by not less than three-fourths (3/4ths) of the Board (excluding Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraphs (i),(ii) or (iii) and specifying the particulars thereof in detail.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for The term “Cause” shall mean (iA) Executive’s willful and continued failure to substantially perform Executive’s duties to the Company or any of its Subsidiaries or Affiliates (other than as a conviction result of total or partial incapacity due to physical or mental illness or as a result of Executive resigning as Chief Executive Officer of Apria) which failure has continued for a period of at least 20 days following delivery to Executive of written demand by the Company or any of its Subsidiaries or Affiliates specifying the manner in which Executive has willfully failed to so perform; (B) Advisor’s engagement in fraud or willful dishonesty (other than dishonesty that has no material detrimental impact on the reputation or business of the Company and its Affiliates); (C) any act on the part of Executive that constitutes a felony (other than traffic offenses), or its equivalent under applicable non-U.S. law (provided that if Executive’s employment is terminated for “Cause” as a result of any such act, but is not convicted in respect of, and does not plead guilty or nolo contendere to, the applicable conduct before a plea court of nolo contenderecompetent jurisdiction, then the Company shall have the burden of establishing by clear and convincing evidence that such conduct occurred and could reasonably be expected to have a guilty plea material detrimental impact on the reputation or confession business of the Company and its Affiliates (and the failure to so satisfy such burden shall result in the termination of Executive’s employment being without Cause) or (D) Executive’s material breach of the provisions of Appendix A hereto; provided, further, that “Cause” shall cease to exist for an event on the 90th day following the later of its occurrence or the knowledge thereof by a majority of the Board, unless the Company or any of its Subsidiaries or Affiliates has given Executive written notice thereof prior to an act such date. A termination of fraud, misappropriation or embezzlement or Executive shall not be deemed with Cause unless and until there shall have been delivered to Executive a felony; (ii) the commission copy of a fraudulent act or practice finding duly approved by a majority of the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the not including Executive’s habitual drunkenness or use of illegal substances), each as determined concluding that, in the reasonable discretion good faith opinion of such majority, Executive has engaged in the conduct described in one or more of the Board of Directors of EDGEN; (v) clauses above, specifying the material breach particulars thereof in reasonable detail and demonstrating that no cure by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the was effected following giving Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) 20 days following his receipt of the Termination Notice to cure the breach specified thereinnegative impact of such conduct after written notice by the Company or any of its Subsidiaries or Affiliates to Executive of such conduct, if capable of being curedor, to in the Board’s good faith reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; providedjudgment, however, the Executive shall have the right to no cure any such breach only one (1) time in any twelve (12) month periodwas possible.

Cause. EDGEN maySubject to the notification provisions of Section 7(f) below, at any time and in its sole discretion, terminate the Executive’s employment hereunder may be terminated by the Company for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for the term “Cause” shall mean be limited to (i) willful misconduct by Executive with regard to the Company which has a conviction of, a plea of nolo contendere, a guilty plea or confession by material adverse effect on the Executive to an act of fraud, misappropriation or embezzlement or to a felonyCompany; (ii) the commission willful refusal of Executive to attempt to follow the proper written direction of the Board or a fraudulent act more senior officer of the Company, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or practice by immoral and promptly so notifies the Executive affecting EDGEN and/or ParentBoard or the more senior officer (whichever is applicable); (iii) substantial and continuing willful refusal by Executive to attempt to perform the willful duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Executive by the Executive to follow the directions Board or a more senior officer of the Board of Directors of EDGENCompany which specifically identifies the manner in which it is believed that Executive has substantially and continually refused to attempt to perform his duties hereunder; or (iv) the Executive being convicted of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s habitual drunkenness part shall be considered “willful” unless done or use of illegal substancesomitted to be done, each as determined by him not in good faith and without reasonable belief that his action or omission was in the reasonable discretion best interests of the Board of Directors of EDGEN; (v) the material breach Company. A notice by the Executive Company of this Agreement; or (vi) an act a non-renewal of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause Employment Term pursuant to subsections (iii)Section 1 hereof shall be deemed an involuntary termination of Executive by the Company without Cause as of the end of the then Employment Term, (v) and/or (vi) hereof, then but Executive may terminate at any time after the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, such notice and shall be treated as if capable he was terminated without Cause as of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddate.

Cause. EDGEN mayFor purposes of this Agreement, at any time and in its sole discretion, the Company shall have "Cause" to terminate the Executive’s 's employment for Cause only if the Executive (as herein definedi) by delivery has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company, (ii) has engaged in fraud, misappropriation, embezzlement or any other act or acts of dishonesty resulting or intended to result directly or indirectly in a substantial gain or personal enrichment to the Executive of a Termination Notice specifying at the nature of such Cause, effective as expense of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofCompany, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) has willfully and continually failed substantially to perform his or her duties with the willful Company (other than a failure by resulting from the Executive's incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written notice of demand for substantial performance has been delivered to the Executive to follow specifying in reasonable detail the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined manner in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by which the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates has failed to substantially perform. Notwithstanding the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution (x) duly adopted by three-quarters (3/4) of the entire membership of the Committee, or of the Board, at a meeting called and held for such purpose after reasonable notice to cure the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Committee or the Board, as the case may be, and (y) finding that in the good faith opinion of the Committee or the Board, as the case may be, the Executive was guilty of conduct described in the first sentence of this Section 2(d) and specifying the particulars of such conduct in detail. For purposes of this provision, no act or failure to act, on the part of the 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 upon authority given pursuant to a resolution duly adopted by the Board, or, for any such breach only one (1) time Executive other than the Chief Executive Officer of the Company, upon the instructions of the Chief Executive Officer of the Company, or based upon the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in any twelve (12) month periodgood faith and in the best interests of the Company.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct which is materially and demonstrably injurious to the willful Company. For purposes of this provision, no act or failure to act, on the part of the 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 follow act, based upon authority given pursuant to a resolution duly adopted by the directions Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive The Trust shall have the right to cure terminate Executive's employment at any time upon delivery of written notice of termination for Cause (as defined below) to Executive (which notice shall specify in reasonable detail the basis upon which such breach only one termination is made), such employment to terminate immediately upon delivery of such notice unless otherwise specified by the Board of Trustees of the Trust if a majority of the Board of Trustees (1other than Executive) determines that Executive: (i) has misappropriated, stolen or embezzled funds or property from the Trust or an affiliate of the Trust or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the Trust or any affiliate of the Trust, (ii) has been convicted of a felony or entered a plea of "nolo contendre" which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Trust's (or any affiliate of the Trust) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days' prior written notice from the Board of Trustees, willfully and persistently failed to perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) has willfully violated or breached any provision of this Agreement, any material law or regulation or any written policy or code of business conduct or ethics of the Trust to the material detriment of the Trust or any affiliate of the Trust or its business. For purposes of this provision, no act or failure to act, on the part of the 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 his action or omission was in the best interests of the Trust. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Trust 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 Trust. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until 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 membership of the Board (the Executive shall not be counted for the purpose of determining a majority of the membership of the Board if he is a Trustee at the time of such vote) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in any twelve the good faith opinion of the Board, the Executive was guilty of the conduct set forth in clause (12i), (ii), (iii) month periodor (iv) hereof, and specifying the particulars thereof in detail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s your employment for Cause (as herein defined) provided below. Termination of your employment by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination Company for “Cause” shall mean termination upon (iA) the Willful and continued failure by you substantially to perform your duties (other than any such failure resulting from your incapacity due to physical or mental illness), after a conviction of, a plea of nolo contendere, a guilty plea or confession demand for substantial performance is delivered to you by the Executive Board which specifically identifies the manner in which it is believed that you have not substantially performed your duties and a reasonable period of opportunity for such substantial performance is provided, or (B) the Willful engaging by you in illegal misconduct materially and demonstrably injurious to an act the Company. For purposes of fraudthis paragraph, misappropriation no act, or embezzlement failure to act, on your part shall be considered “Willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a felony; (ii) resolution duly adopted by the commission Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) affirmative vote of not less than three-quarters of the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for that purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board you were guilty of EDGEN; conduct set forth above in clauses (vA) the material breach by the Executive of this Agreement; or (viB) an act of gross neglect or gross or willful misconduct that relates to in this paragraph and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for the term “Cause” shall mean mean: (i) a conviction of, a plea the willful and continued failure of nolo contendere, a guilty plea or confession by the Executive to an act perform substantially the Executive’s duties with the Company as set forth in Section 2.1.2, “Duties,” (other than any such 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, accompanied by a resolution adopted by the vote of fraudtwo-thirds (2/3) of the entire Board, misappropriation or embezzlement or excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties and Executive has not cured any such failure to a felonyperform within ten (10) business days of such demand; (ii) material violation of any of the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or ParentCompany’s policies; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of his obligations under this Agreement; or (viiv) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive is formally charged with material illegal criminal conduct by a governmental body or regulatory authority, which can reasonably be expected to harm the Company, or has engaged in gross misconduct that is materially injurious to the Company as reasonably determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act, on the part of the Executive, shall receive a Termination Notice with respect be considered “willful” unless it is done, or omitted to a termination for Cause pursuant to subsections (iii)be done, (v) and/or (vi) hereof, then by the Executive shall have the thirty (30) days following his receipt in bad faith. The vote of the Termination Notice to cure Board on the breach specified therein, if capable resolutions contemplated in (i) and (iv) of being cured, this Section 3.2 will not be taken until after written notice of not less than five (5) business days to the reasonable satisfaction Executive of the meeting and an opportunity for Executive to be heard before the Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any at such breach only one (1) time in any twelve (12) month periodmeeting.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean the following: (i) a willful breach in any material respect by Executive of a fiduciary duty to the Company or to an Affiliate; (ii) a conviction of, of Executive (or a plea of guilty or a plea of nolo contenderecontendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a guilty plea or confession by the Executive to an act of crime involving fraud, misappropriation embezzlement, dishonesty or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentmoral turpitude, from which conviction no further appeal may be taken; (iii) the willful failure by of the Executive to substantially follow the directions reasonable and lawful written instructions or policies of the Board or of Directors the Company with respect to the services to be rendered and the manner of EDGENrendering such services by Executive; (iv) the willful failure of Executive to render any material services to the Company or to an Affiliate in accordance with any employment or similar arrangement to which Executive is subject, which failure amounts to a material neglect of Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates duties to the affairs of Parent and/or EDGEN which Board of Directors of EDGENCompany or to an Affiliate. Notwithstanding the foregoing, in its reasonable discretion, deems Executive’s employment shall not be deemed to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination have been terminated for Cause unless (A) reasonable notice shall have been given to him setting forth in detail the reasons for the Company’s intention to terminate for Cause, and if such Termination is pursuant to subsections clause (iiii), (viii) and/or or (viiv) hereofabove and such breach or action is curable, then the only if Executive shall have the has been provided a period of thirty (30) days following his from receipt of such notice to cease the actions or inactions or otherwise cure such breach, and he has not done so; (B) an opportunity shall have been provided for the Executive to be heard before the Board; and (C) if such Termination Notice is pursuant to cure clause (i), (ii) or (iii) above, delivery shall have been made to Executive of a notice of Termination from the breach specified thereinBoard finding that in the good faith opinion of a majority of the Board (excluding the Executive, if capable of being curedapplicable) that the condition set forth in clause (i), to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1ii) time in any twelve or (12iii) month periodabove has been satisfied.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, the term "Cause" shall mean: (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company as herein defined) by delivery set forth in Section 2.1.2, "Duties," (other than any such 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, accompanied by a resolution adopted by the vote of two-thirds (2/3) of the entire Board, excluding the Executive, at a Termination Notice specifying meeting of the nature Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties and Executive has not cured any such failure to perform within thirty (30) business days of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonydemand; (ii) material violation of any of the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or ParentCompany's policies; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of his obligations under this Agreement; or (viiv) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive is charged with illegal conduct by a governmental body or regulatory authority, or has engaged in gross misconduct that is materially injurious to the Company as determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act, on the part of the Executive, shall receive a Termination Notice with respect be considered "willful" unless it is done, or omitted to a termination for Cause pursuant to subsections (iii)be done, (v) and/or (vi) hereof, then by the Executive shall have the thirty (30) days following his receipt in bad faith. The vote of the Termination Notice to cure Board on the breach specified therein, if capable resolutions contemplated in (i) and (iv) of being cured, this Section 3.2 will not be taken until after written notice of not less than five (5) business days to the reasonable satisfaction Executive of the meeting and an opportunity for Executive to be heard before the Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any at such breach only one (1) time in any twelve (12) month periodmeeting.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform her duties after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed her duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company; (vii) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of her duties hereunder or which has the effect of materially injuring the reputation or business of the Company; or (xi) engaged in or committed a breach of any term of this Agreement. For purposes of the above clauses (i) and (vi) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by her without reasonable belief that her action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause (as herein defined) by without delivery to the Executive of a Termination Notice specifying notice of termination signed by the nature of such CauseCompany’s Chief Executive Officer stating that, effective as in the good faith opinion of the date (officer signing such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevernotice, the Executive shall have has engaged in or committed conduct of the right to cure any such breach only one (1) time nature described above in any twelve (12) month periodthe second sentence of this Section 3(d), and specifying the particulars thereof.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For the sole and exclusive purposes hereofof this Agreement, termination for “Cause” shall mean mean: (i) a conviction of, a plea the willful and continued failure of nolo contendere, a guilty plea or confession by the Executive to an act perform substantially the Executive’s duties with the Company or one of fraudits affiliates (other than any such failure resulting from incapacity due to physical or mental illness), misappropriation after a written demand for substantial performance is delivered to the Executive by the Board or embezzlement the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or to a felony; Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct which is materially and demonstrably injurious to the willful Company. For purposes of this provision, no act or failure to act, on the part of the 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 follow act, based upon authority given pursuant to a resolution duly adopted by the directions Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time The Company may terminate this Agreement and in its sole discretion, terminate the Executive’s employment hereunder for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination “Cause” shall mean: (i) any act of material insubordination on the part of the Executive; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a felony (other than a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its divisions, subsidiaries or affiliates; or (v) Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002. The right of the Company to terminate this Agreement for “Cause” shall mean (i) be distinct from and shall not limit any remedies available under law to the Company for a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of his obligations under this Agreement; Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (viB) an to be given within 90 days of the Company’s learning of such act of gross neglect or gross acts or willful misconduct failure or failures to act. Executive shall have 20 days after the date that relates such written notice has been given to him in which to cure such conduct, to the affairs extent such cure is possible. If he fails to cure such conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within 25 days of Parent and/or EDGEN which such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board of Directors of EDGENconfirming that, in its reasonable discretionjudgment, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination grounds for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then on the Executive shall have the thirty (30) days following his receipt basis of the Termination Notice to cure the breach specified thereinoriginal notice exist, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being he shall thereupon be terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCause.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause. The Company shall have “Cause” to terminate the Executive’s employment hereunder upon: (i) the willful and continuous neglect or refusal to perform the Executive’s duties or responsibilities, or the willful taking of actions (or willful failures to take actions) that materially impair the Executive’s ability to perform his duties or responsibilities that in each case continues after being communicated in writing to the Executive (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in subsection (e) hereof ); or (ii) any act by the Executive that constitutes gross negligence or willful misconduct in the performance of his duties hereunder, or the conviction of the Executive for any felony, in each case which is materially and manifestly injurious to the Company and which is brought to the attention of the Executive in writing not more than thirty days from the date of its discovery by the Company or the Board. For purposes of this subsection (c), no act, or failure to act, on the Executive’s part shall be considered “willful”, unless done, or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of the Company. Any act, or failure to act, based upon the direction or instruction of the Board pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be presumed to be done, or omitted to be done, in good faith and in the best interests of the Company absent knowledge by the Executive the contrary. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (as herein defined1) written notice to the Executive specifying in detail the specific reasons for the Company’s intention to terminate for Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, (3) with respect to actions or inaction specified in paragraph (i) above, a reasonable opportunity for the Executive to cure the action or inaction specified by the Company, and (4) delivery to the Executive of a Termination Notice specifying the nature of such CauseTermination, effective as of the date defined in subsection (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vie) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination on (iA) the willful and continued failure by you to substantially perform your duties with the Company in accordance with the instructions of the Board or the executive officers to whom you report (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Board which specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, (C) your embezzlement or misappropriation of funds or property of the Company, (D) your conviction of, of a felony or the entrance of a plea of guilty or nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or contendere to a felony; , or (iiE) the commission your conviction of any crime involving fraud, dishonesty, moral turpitude or breach of trust or your entrance of a fraudulent act plea of guilty or practice nolo contendere to such a crime. For purposes of this Subsection, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions best interest of the Board of Directors of EDGEN; (iv) Company. Notwithstanding the Executive’s habitual drunkenness or use of illegal substancesforegoing, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates you shall not be deemed to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination have been terminated for Cause pursuant to subsections clause (iiiA), (vB) and/or or (viC) hereof, then of the Executive first sentence of this Subsection unless and until there shall have been delivered to you a copy of a resolution duly adopted by the thirty (30) days following his receipt affirmative vote of not less than two-thirds of the Termination Notice entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to cure the breach specified thereinyou and an opportunity for you, if capable of being curedtogether with your counsel, to be heard before the reasonable satisfaction Board), finding that in the good faith opinion of the Board you were guilty of Directors conduct set forth above in clause (A), (B) or (C) of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have first sentence of this Subsection and specifying the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Employment Agreement Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), after a conviction ofwritten demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or one of its affiliated companies. For purposes of this provision, no act, or failure to act, on the part of the 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 and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and its affiliates; (iii) the Executive being convicted of or a plea of nolo contendere, a guilty plea or confession by contendere to the Executive to an act charge of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; ; (iv) a material breach of this Agreement by the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; or (v) the a material breach of the Company’s code of conduct or ethics policies by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodExecutive.

Cause. EDGEN may, at any time and in its sole discretion, terminate “Cause” shall mean the Executive’s employment (i) commission of a felony, a crime of moral turpitude or any crime committed against MFA, other than traffic violations; (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Section 7 of this Agreement; or (v) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a “Default”), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the Board of Directors and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (as herein definedA) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (B) an opportunity for the Executive, together with his counsel, to be heard by the Board of Directors and (C) delivery to the Executive of a Notice of Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession approved by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) Directors, stating its good faith opinion that the Executive’s habitual drunkenness Executive has engaged in actions or use of illegal substances, each as determined conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretodetail; provided, however, MFA may suspend the Executive shall have the with pay until such time as his right to cure any appear before the Board of Directors, as the case may be, has been exercised, so long as such breach only one (1) time in any twelve (12) month periodappearance is within two weeks of the date of suspension.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment for Cause Cause. For purposes of this Agreement only, the Company shall have "Cause" to terminate the Executive's employment hereunder only upon (as herein definedi) by delivery the willful and continued failure of the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofCompany, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by which specifically identifies the manner in which the Executive has not attempted to an act of fraudsubstantially perform his duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice engaging by the Executive affecting EDGEN and/or Parent; (iii) in willful misconduct which is materially injurious to the willful Company, monetarily or otherwise. For purposes of this Section 3(d), no act, or failure to act, on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive to follow in bad faith and without reasonable belief that the directions Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of EDGEN; (iv) or upon the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion instructions of the Board Chief Executive Officer of Directors the Company or a senior officer of EDGEN; (v) the material breach Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to in good faith and in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Company. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution duly adopted by the affirmative vote of at least 3/4 of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to cure any such breach only one (1the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) time finding that in any twelve (12the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) month periodand specifying the particulars thereof.

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination (i) upon your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance of a conviction ofNotice of Termination (as defined in Section 4(e)) for Good Reason (as defined in Section 4(d)), after a plea of nolo contendere, a guilty plea or confession written demand for substantial performance is delivered to you by the Executive Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (ii) upon your willful and continued failure to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (iii) upon your commission of an act of fraudfraud or dishonesty resulting in material economic or financial injury to the Company, misappropriation or embezzlement (iv) upon your engagement in illegal conduct or gross misconduct, in each case which is materially and demonstrably injurious to the Company. For purposes of this subsection (c), no act or failure to act shall be considered “willful” unless done or omitted to be done in bad faith and without reasonable belief that your action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a felony; resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s chief executive officer shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to you a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding you if you are a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clause (i), (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; ), (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; or (iv) has occurred and specifying the Executive’s habitual drunkenness or use particulars thereof in detail. The Company must notify you of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; any event constituting Cause within ninety (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (3090) days following his receipt the Company’s knowledge of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for its existence or such event shall not constitute Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodunder this Agreement.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, a termination of employment is for “Cause” shall mean if the Executive (ia) has been convicted of a conviction of, felony (including a plea of nolo contendere); (b) intentionally and continually failed substantially to perform his reasonably assigned duties with the Company or an Employing Affiliate (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty days after a written notice of demand for substantial performance, signed by a guilty plea duly authorized officer of the Company, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform such duties; or (c) intentionally engaged in illegal conduct or confession willful misconduct, which is demonstrably and materially injurious to the Company or an Employing Affiliate. For purposes of this Agreement, no act, or failure to act, on the Executive’s part shall be considered “intentional” unless the Executive has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that the Executive’s action or failure to act was in the best interest of the Company or an Employing Affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Company’s Chairman of the Board, Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) in good faith and in the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions best interests of the Board Company or an Employing Affiliate. The termination of Directors employment of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect not be deemed to a termination be for Cause pursuant to subsections subparagraph (iii)b) or (c) above unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (vb) and/or or (vic) hereofabove, then and specifying the particulars thereof in detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Company by the Executive shall have the thirty (30) days following his receipt constitute Cause for purposes of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodthis Agreement.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment hereunder for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For the purposes hereofof this Agreement, termination for “the Company shall have "Cause” shall mean " to terminate the Executive's employment hereunder upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow substantially perform his duties hereunder, other than any such failure resulting from the directions Executive's incapacity due to physical or mental illness, or (ii) the Executive engaging in the commission of fraud, embezzlement or theft against the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without belief that his action or omission was in the best interest of the Board of Directors of EDGEN; (iv) Company. Notwithstanding the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive: (x) a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive) at a meeting of the Board called and held for the purpose (after reasonable notice to cure any the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct set forth above in clause (i) or (ii) of the preceding sentence, and specifying the particulars thereof in detail, (y) an affidavit sworn to by the Secretary of the Company stating that such breach only one resolution was in fact adopted by the affirmative vote of not less than a majority of the entire membership of the Board (1excluding the Executive) time and that the Executive was found guilty of conduct set forth in any twelve clause (12i) month periodor (ii) of the preceding sentence specifying the particulars thereof in detail, and (z) a report with respect to such conduct from a firm of independent attorneys (other than general counsel for the Company) selected by a majority of the entire Board (excluding the Executive) and reasonably acceptable to the Executive, to the effect that the conduct of the Executive has been such as to permit the Board to terminate the Executive's employment for Cause within the meaning of the provisions of this subsection 6(b).

Cause. EDGEN Cause" means (i) Employee's willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from Disability (as hereinafter defined) or occurring after issuance by Employee of a notice of termination for Good Reason (as hereinafter defined)), after a written demand for substantial performance is delivered to Employee that specifically identifies the manner in which the Company believes that Employee willfully failed to substantially perform his duties, and after Employee has failed to resume substantial performance of his duties on a continuous basis within thirty calendar days of receiving such demand; or (ii) Employee has committed an act which seriously and substantially damages or embarrasses the Company for which there is no cure (for example, and without limitation, sexual harassment). If Employee is charged with a felony, in the discretion of the board of directors, Employee may be placed on a paid leave of absence for six months pending a trial of such charge. If the charge is not brought on for trial within this six month period, in the discretion of the board of directors, Employee may be placed on an unpaid leave of absence until the charge is tried. If Employee is convicted of the felony, he may, at any time and in its sole discretionthe discretion of the board of directors, terminate be terminated for Cause. If Employee is acquitted of the Executive’s employment for Cause (as herein defined) by delivery felony, he shall be reinstated to active status to the Executive of a Termination Notice specifying position held at the nature of such Cause, effective as beginning of the date (such effective date referred to herein as a “Termination Date”) paid leave of such Termination Noticeabsence and reimbursed for compensation and benefits he would have received during the unpaid leave of absence. For purposes hereofof this definition, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea actions or confession by failures to act will be deemed "willful" only if done or omitted in bad faith and without reasonable belief that the Executive to an act of fraud, misappropriation action or embezzlement or to a felony; (ii) omission was in the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions best interests of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCompany.

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by you to perform substantially your duties with the Executive Company (other than any such failure resulting from your incapacity due to follow the directions of physical or mental illness) after a demand for substantial performance is delivered to you by an officer or other person authorized by the Board of Directors of EDGEN; to act on its behalf in this matter which specifically identifies the manner in which it is believed that you have not substantially performed your duties, or (ivB) the Executive’s habitual drunkenness or use of willful engaging by you in illegal substances, each as determined in conduct which is materially and demonstrably injurious to the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive Company. For purposes of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections paragraph (iii), (v) and/or (vi) hereofno act, then or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you without reasonable belief that your action or omission was in, or not opposed to, the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice Company. Any act, or failure to cure act, based upon authority given pursuant to a resolution duly adopted by the breach specified thereinBoard or based upon the advice of counsel for the Company shall be conclusively presumed to be done, if capable or omitted to be done, by you in good faith and in the best interests of being cured, the Company. It is also expressly understood that your attention to matters not directly related to the reasonable satisfaction business of the Company shall not provide a basis for termination for Cause so long as the Board of Directors of EDGEN prior has approved your engagement in such activities. Notwithstanding the foregoing, you shall not be deemed to his employment being have been terminated for Cause pursuant thereto; provided, however, the Executive unless and until there shall have been delivered to you a copy of a resolution duly adopted by the right affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to cure any such breach only one you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (1A) time or (B) of this paragraph (iii) and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Board of Directors of Holdings may terminate the Executive’s employment Employment of Employee under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean be deemed to be: (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act by Employee of (A) willful misconduct, (B) fraud, misappropriation (C) embezzlement, (D) theft or embezzlement or to (E) any other act constituting a felony, in each case causing or that is reasonably likely to cause material harm, financial or otherwise, to Employers; (ii) the commission of a fraudulent willful and intentional act or practice failure to act, which is committed by the Executive affecting EDGEN and/or Parent; (iii) Employee and which causes or can be expected to imminently cause material injury to any of the willful failure Employers that is not cured by the Executive to follow the directions of Employee within 15 days after written notice from the Board of Directors of EDGENHoldings specifying such act or failure to act and requesting a cure; (iviii) the Executive’s habitual drunkenness or use a willful and material breach by Employee of illegal substances, each as determined in the reasonable discretion of this Agreement that is not cured by Employee within 15 days after written notice from the Board of Directors of EDGEN; (v) Holdings specifying the material breach by the Executive of this Agreementand requesting a cure; or (viiv) an act habitual abuse of gross neglect alcohol, narcotics or gross or willful misconduct other controlled substances which materially impairs Employee’s ability to perform Employee’s duties hereunder that relates to is not cured by Employee within 15 days after written notice from the affairs of Parent and/or EDGEN which Board of Directors of EDGENHoldings specifying such circumstances and requesting a cure. For purposes of this Agreement, in its reasonable discretionno act, deems or failure to act, on Employee’s part shall be deemed “willful” unless done, or omitted to be done, by Employee not in good faith and sufficient cause; providedwithout a reasonable belief that Employee’s act, that if or failure to act, was in the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interest of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodEmployers.”

Cause. EDGEN may, at any time and in its sole discretion, terminate The termination of the Executive’s 's employment by the Company for "Cause." For purposes of this Agreement, termination of the Executive's employment by the Company for Cause shall mean termination for one of the following reasons: (as herein definedi) by delivery to the conviction of the Executive of a Termination Notice specifying the nature felony by a federal or state court of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonycompetent jurisdiction; (ii) the commission of a fraudulent an act or practice acts of dishonesty taken by the Executive affecting EDGEN and/or Parentand intended to result in substantial personal enrichment of the Executive at the expense of the Company or its shareholders; or (iii) the willful Executive's "willful" failure to follow a direct lawful written order from his supervisor, within the reasonable scope of the Executive's duties, which failure is not cured by the Executive within 30 days after the receipt of written notice thereof given by the Company. Further, for purposes of this Section (b): (1) No act, or failure to follow act, on the directions Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company. (2) The Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of the resolution duly adopted by the affirmative vote of not less than three-fourths (3/4ths) of the entire membership of the Board of Directors of EDGEN; the Company (ivthe "Board") the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice to the Executive of this Agreement; or (vi) and an act of gross neglect or gross or willful misconduct that relates to opportunity for the affairs of Parent and/or EDGEN which Board of Directors of EDGENExecutive, in its reasonable discretiontogether with the Executive's counsel, deems to be heard before the Board), finding that in the good and sufficient cause; provided, that if faith opinion of the Board the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections was guilty of conduct set forth in clauses (iiii), (vii), or (iii) and/or (vi) hereof, then above and specifying the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause Cause. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon: (as herein definedi) by delivery to the The conviction of Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea felony or confession by the Executive to an act of fraudother crime involving theft, misappropriation of funds, fraud or embezzlement or to a felony; moral turpitude; (ii) The engaging by Executive in conduct which is demonstrably and materially injurious to the commission Company, monetarily or otherwise, including but not limited to any material misrepresentation related to the performance of a fraudulent act his duties, misappropriation, fraud, including with respect to the Company’s accounting and financial statements, embezzlement or practice conversion by Executive of the Executive affecting EDGEN and/or Parent; Company’s or any of its subsidiaries’ property in connection with Executive’s duties or in the course of the Executive’s employment with the Company; (iii) Executive’s gross negligence or gross misconduct in carrying out his duties hereunder resulting, in either case, in material harm to the willful failure by the Executive to follow the directions of the Board of Directors of EDGENCompany; or (iv) the Executive’s habitual drunkenness Any act or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the omission constituting a material breach by the Executive of any material provision of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to . Notwithstanding the affairs of Parent and/or EDGEN which Board of Directors of EDGENforegoing, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to event the basis for a termination for Cause pursuant to is under subsections 8(c)(iii) or (iii)iv) above, (v) and/or (vi) hereof, then the 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 of the Board asserting that he has engaged in the conduct set forth above in Sections 8(c)(iii) or (iv) (as interpreted and enforced consistently with the Company’s treatment of all other executives and senior management) and specifying the particulars thereof in detail, and Executive shall not have cured such conduct to the reasonable satisfaction of the Board within thirty (30) days following his after receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodresolution.

Cause. EDGEN mayDuring the Period of Employment, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean means termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession the willful and continued failure by the Employee to perform substantially her duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Employee by the Chief Executive to an act Officer of fraudthe Company (“CEO”) which specifically identifies the manner in which the CEO believes that the Employee has not substantially performed her duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by the Employee in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this Section 2(a), no act, or failure to act, on the part of the Employee shall be considered “willful” unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee's action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) affirmative vote of not less than three quarters of the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for her, together with counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board the Employee was guilty of EDGEN; the conduct set forth above in (vi) the material breach by the Executive or (ii) of this Agreement; or (viSection 2(a) an act of gross neglect or gross or willful misconduct that relates to and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company; (vii) violated any fiduciary duty, (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company; or (xi) engaged in or committed a breach of any term of this Agreement. For purposes of the above clauses (i) and (vi) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause (as herein defined) by without delivery to the Executive of a Termination Notice specifying notice of termination signed by the nature of such CauseCompany’s Chief Executive Officer stating that, effective as in the good faith opinion of the date (officer signing such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevernotice, the Executive shall have has engaged in or committed conduct of the right to cure any such breach only one (1) time nature described above in any twelve (12) month periodthe second sentence of this Section 3(d), and specifying the particulars thereof.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct which is materially and demonstrably injurious to the willful Company. For purposes of this provision, no act or failure to act, on the part of the 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 follow act, based upon authority given pursuant to a resolution duly adopted by the directions Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve detail. <PAGE 4> (12) month period.c)

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Company of the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean will mean: (i) a conviction ofExecutive’s willful and continued failure to substantially perform the duties of Executive’s position, a plea other than failure resulting from Executive’s complete or partial incapacity due to physical or mental illness or impairment; (ii) Executive’s willful and continued failure to substantially perform the specific and lawful directives of nolo contenderethe Board, a guilty plea or confession as reasonably determined by the Executive Board, other than failure resulting from Executive’s complete or partial incapacity due to physical or mental illness or impairment; (iii) Executive’s willful commission of an act of fraudfraud or dishonesty resulting in, misappropriation or embezzlement that is likely to result in, material economic or financial injury to a felonythe Company; or (iv) Executive’s willful engagement in illegal conduct which was or is reasonably likely to be materially injurious to the Company; For purposes of this Section 7(a), no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith. In the event of any alleged breach pursuant to (i) or (ii) of this Section 7(a), the commission of a fraudulent act or practice by Company will first give Executive written notice which specifically identifies the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of manner in which the Board of Directors of EDGEN; (iv) believes that the Executive’s habitual drunkenness or use of illegal substancesconduct constitutes the alleged performance breach to enable Executive to correct the deficiency within a reasonable time period, each as determined in which will not be less than thirty (30) days, before the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice Company can proceed with respect to a termination for Cause under either (i) or (ii) of this Section 7(a). In the event of any alleged conduct described in (iii) or (iv) of this Section 7(a), the Company will deliver to Executive written notice which sets forth the Board’s finding that Executive engaged in such conduct and specifying the particulars thereof. In the event of a Change of Control pursuant to subsections (iii), (v) and/or (vi) hereofwhich the Company is not the surviving entity, then on and after such Change of Control, all determinations and actions required to be taken by the Executive Board under this Section 7(a) shall have be made or taken by the thirty (30) days following his receipt board of directors of the Termination Notice to cure surviving entity, or if the breach specified thereinsurviving entity is a subsidiary, if capable then by the board of being cured, to directors of the reasonable satisfaction ultimate parent corporation of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodsurviving entity.

Cause. EDGEN mayThe Company may immediately terminate the Term and the Executive’s employment hereunder for Cause. For purposes of this Agreement, at “Cause” shall mean: (i) the continued failure by the Executive to perform the material responsibilities and duties under this Agreement, (ii) the engaging by the Executive in willful or reckless conduct, if such conduct is done or omitted to be done by the Executive not in good faith, and is materially injurious to the Company monetarily or otherwise, (iii) the Executive’s conviction of, or pleading of guilty or nolo contendere to, a felony, (iv) the commission or omission of any time act by the Executive that is materially detrimental to the best interests of the Company and that constitutes common law fraud or a violation of applicable law, or (v) the Executive’s breach of any material provision of this Agreement (including the Restrictive Covenants). For purposes of this Section 5(a)(iii), no act, or failure to act, by the Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or its sole discretionaffiliates. Notwithstanding the foregoing, the Term and the Executive’s employment shall not be deemed to have been terminated for Cause unless (A) the Company shall have given the Executive (1) prior written notice setting forth the reasons for the Company’s intention to terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date and (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i2) a conviction ofreasonable opportunity, a plea of nolo contendere, a guilty plea or confession by the Executive not to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the exceed thirty (30) days following his receipt of the Termination Notice days, to cure the breach specified therein, if capable of being curedsuch failure, to the extent reasonably susceptible to cure, and (B) the Company has delivered to the Executive a copy of (1) a unanimous written consent executed by all members of the Board or (2) a resolution duly adopted by at least 75% of the members of the Board (excluding, if applicable, Executive for purposes of determining such 75%) at a meeting of the Board called and held for such purpose (after reasonable satisfaction advance notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverthe Board, the Executive shall have engaged in conduct constituting Cause and, to the right extent reasonably susceptible to cure any cure, has not cured such breach only one (1) time in any twelve (12) month periodfailure.

Cause. EDGEN may, at any time and in its sole discretion, The Company shall have the right to terminate the Executive’s 's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as and such termination in and of the date (such effective date referred itself shall not be, nor shall it be deemed to herein as be, a “Termination Date”) breach of such Termination Noticethis Agreement. For purposes hereofof this Agreement, termination for “the Company shall have "Cause” shall mean " to terminate Executive's employment upon Executive's: (i) a conviction of, a or plea of guilty or nolo contenderecontendere to, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; or (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties hereunder (other than such failure resulting from Executive's incapacity due to physical or mental illness or subsequent to the commission issuance of a fraudulent act or practice Notice of Termination by Executive for Good Reason (as defined in Section 6(d)) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Executive affecting EDGEN and/or Parenthas not used reasonable best efforts to substantially perform his duties; or (iii) the willful failure by the Executive to follow the directions misconduct (including, but not limited to, a willful breach of the Board provisions of Directors Section 10) that is materially economically injurious to the Company or to any Affiliate. For purposes of EDGEN; (iv) this Section 6(c), no act, or failure to act, by Executive shall be considered "willful" unless committed in bad faith and without a reasonable belief that the Executive’s habitual drunkenness act or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; Company or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretoany Affiliates thereof; provided, however, that the willful requirement outlined in paragraphs (ii) or (iii) above shall be deemed to have occurred if the Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action. Failure to achieve performance goals, in and of itself, shall have in no event be grounds for a termination for Cause hereunder. Cause shall not exist under paragraph (ii) or (iii) above unless and until the right Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) or (iii) and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any court of competent jurisdiction the Board's determination that Cause exists or that Executive has failed to cure any such breach only one act (1or failure to act) time in any twelve (12) month periodthat purportedly formed the basis for the Board's determination.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For the sole and exclusive purposes hereofof this Agreement, the termination of Executive's employment will be deemed for “"Cause” shall mean " only if: (i) a conviction of, a plea such termination is due to the Executive's fraud or criminal conduct that is materially injurious to the financial condition or business reputation of nolo contendere, a guilty plea the Company or confession by the Executive to an act any of fraud, misappropriation its subsidiaries or embezzlement or to a felonyaffiliates; or (ii) the commission Executive has materially and willfully breached his or her responsibilities or willfully failed to comply with reasonable policies of a fraudulent the Company's Board of Directors; but, in each case, only if the Company has given the Executive written notice specifying the breach or failure to comply complained of, demanding that the Executive remedy such breach or failure to comply and affording the Executive an opportunity to be heard in connection therewith, and the Executive either failed to remedy such alleged breach or failed to comply within 30 days from receipt of such written notice or failed to take all reasonable steps to that end during such 30-day period and thereafter. For purposes of this provision, no act or practice failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive affecting EDGEN and/or Parent; (iii) in bad faith or without reasonable belief that the willful Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to follow be for Cause unless and until there shall have been delivered to the directions Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “the term "Cause” " shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful and continued failure by the Executive to follow the directions of the Board of Directors of EDGEN; substantially perform his duties under this Agreement (iv) other than any such failure resulting from the Executive’s habitual drunkenness 's incapacity due to physical or use mental illness or from the termination of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach this Agreement by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates for Good Reason), after a demand for substantial performance is delivered to the affairs of Parent and/or EDGEN Executive by the Company specifically identifying the manner in which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Company believes the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)has not substantially performed his duties, (v) and/or (vi) hereof, then and the Executive shall have the failed to resume substantial performance of such duties within thirty (30) days following his receipt of receiving such demand, (ii) the willful engaging by the Executive in criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the conviction of the Termination Notice Executive of a felony (other than a traffic violation) or the conviction of the Executive of a misdemeanor which impairs the Executive's ability substantially to cure perform his duties with the breach specified thereinCompany. For purposes of this paragraph, if capable no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of being cured, the Company. Notwithstanding anything herein to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevercontrary, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the members of the Board then in office (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to cure any such breach only one the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in clause (1i), (ii) time or (iii), above, and specifying the particulars thereon in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company shall have the right to terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as and such termination in and of the date (such effective date referred itself shall not be, nor shall it be deemed to herein as be, a “Termination Date”) breach of such Termination Noticethis Agreement. For purposes hereofof this Agreement, termination for the Company shall have “Cause” shall mean to terminate Executive’s employment upon Executive’s: (i) a conviction of, a or plea of guilty or nolo contenderecontendere to, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; or (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties hereunder (other than such failure resulting from Executive’s incapacity due to physical or mental illness or subsequent to the commission issuance of a fraudulent act or practice Notice of Termination by Executive for Good Reason (as defined in Section 6(d)) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Executive affecting EDGEN and/or Parenthas not used reasonable best efforts to substantially perform his duties; or (iii) the willful failure by the Executive to follow the directions misconduct (including, but not limited to, a willful breach of the Board provisions of Directors Section 10) that is materially economically injurious to the Company or to any Affiliate. For purposes of EDGEN; (iv) this Section 6(c), no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the Executive’s habitual drunkenness act or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; Company or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretoany Affiliates thereof; provided, however, that the willful requirement outlined in paragraphs (ii) or (iii) above shall be deemed to have occurred if the Executive’s action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action. Failure to achieve performance goals, in and of itself, shall have in no event be grounds for a termination for Cause hereunder. Cause shall not exist under paragraph (ii) or (iii) above unless and until the right Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) or (iii) and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any court of competent jurisdiction the Board’s determination that Cause exists or that Executive has failed to cure any such breach only one act (1or failure to act) time in any twelve (12) month periodthat purportedly formed the basis for the Board’s determination.

Cause. EDGEN may, at any time and in its sole discretion, The Bank may terminate the Executive’s employment for Cause (as herein defineda “Termination for Cause”) by delivery at any time after notice to the Executive of a Termination Notice specifying setting forth in reasonable detail the nature of such Causethe Cause and after an opportunity for the Executive, effective together with her counsel, to be heard before the Board of Directors. The following, as determined by the Board of the date (such effective date referred to herein as a “Termination Date”) Directors in its reasonable judgment, shall constitute Cause for termination of such Termination Notice. For purposes hereof, termination for “Cause” shall mean employment: (i) a conviction of, a plea of nolo contendere, a guilty plea the Executive’s deliberate dishonesty with respect to the Bank or confession by the Executive to an act of fraud, misappropriation any subsidiary or embezzlement affiliate thereof; or to a felony; (ii) the commission conviction of a fraudulent act crime related to banking activity or practice by the Executive affecting EDGEN and/or Parentmoral turpitude; or (iii) the gross and willful failure by to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to follow the directions Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of EDGENsuch failure; or (iv) the willful engaging by the Executive in illegal or gross misconduct which is materially and demonstrably injurious to the Bank or the Company. For purposes of this provision, no act or failure to act, on the part of the 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 habitual drunkenness action or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or a senior officer of EDGEN; (v) the material breach Bank, or based upon the advice of counsel for the Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to in good faith and in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Bank. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been discharged for “Cause” unless and until there shall have been delivered to her a copy of a certification by the right Clerk of the Bank that two-thirds (2/3) of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to cure any such breach only one (1) time be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive, except as provided for in any twelve (12) month periodSection 6.2 of this Agreement.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment for Cause during the Post-CIC Period with or without Cause. For purposes of this Agreement, “Cause” means either of the following circumstances: (as herein definedi) by delivery Failure to Perform. The willful and continued failure of the Executive to perform substantially the Executive’s reasonably assigned duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason under Section 3(c)), which failure continues for a Termination Notice specifying period of at least 30 days after a written demand for substantial performance is delivered to the nature of such Cause, effective as Executive by the Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination NoticeCompany. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Such written demand must specifically identify the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) has not substantially performed the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretoduties; provided, however, that no failure to perform by the Executive after a Notice of Termination is given to the Company by the Executive shall constitute Cause for purposes of this Agreement. (ii) Engaging in Illegal Conduct or Gross Misconduct. The willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. For purposes of this Section 3(b), no act or failure to act, on the part of the 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 upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the right 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 the Board called and held for such purpose (after reasonable notice is provided to cure any such breach only one the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Term for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful continued failure by the Executive to follow perform material responsibilities and duties toward the directions Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), (ii) the engaging by the Executive in willful or reckless conduct that is demonstrably injurious to the Company monetarily or otherwise, (iii) the conviction of the Board Executive of Directors of EDGEN; a felony, (iv) the Executive’s habitual drunkenness commission or use omission of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach any act by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates is materially inimical to the affairs best interests of Parent and/or EDGEN which Board the Company and that constitutes on the part of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)common law fraud or malfeasance, (v) and/or (vi) hereofmisfeasance, then the Executive shall have the thirty (30) days following his receipt or nonfeasance of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretoduty; provided, however, that Cause shall not include the Executive’s lack of professional qualifications, or (v) the Executive’s violation of any of the terms of this Agreement, including, without limitation, Section 6(b) and (c). For purposes of this Agreement, an act, or failure to act, on the Executive’s part shall be considered “willful” or “reckless” only if done, or omitted, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company. The Executive’s employment shall not be deemed to have been terminated for Cause unless the Company shall have given or delivered to the right Executive (A) reasonable notice setting forth the reasons for the Company’s intention to cure terminate the Executive’s employment for Cause, (B) a reasonable opportunity, at any time during the 30-day period after the Executive’s receipt of such breach only one notice, for the Executive, together with the Executive’s counsel, to be heard before the Board, and (1C) time a Notice of Termination (as defined in any twelve Section 4 below) stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, the Executive was guilty of the conduct set forth in clauses (12i), (ii), (iii), or (iv) month periodof the first sentence of this Section 3(c).

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean mean: (i) a conviction of, a plea the willful and continued failure of nolo contendere, a guilty plea or confession by the Executive to an act perform substantially the Executive’s duties with the Company Group (other than any such 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 or the Chief Executive Officer of fraud, misappropriation the Company which specifically identifies the manner in which the Board or embezzlement Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties; or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct that is materially and demonstrably injurious to the willful Company. For purposes of this provision, no act or failure to act, on the part of the 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 follow act, based upon authority given pursuant to a resolution duly adopted by the directions Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company who is a member of the Company’s executive management committee or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month period.detail. 6

Cause. EDGEN mayFor purposes of this Agreement, at any time and in its sole discretion, terminate a termination of employment is for "Cause" if the Executive’s employment for Cause (as herein defineda) by delivery to the Executive has been convicted of a Termination Notice specifying the nature of such Cause, effective as of the date felony (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, including a plea of nolo contendere); (b) intentionally and continually failed substantially to perform his reasonably assigned duties with the Company or an Employing Affiliate (other than a failure resulting from the Executive's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty days after a written notice of demand for substantial performance, signed by a guilty plea duly authorized officer of the Company, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform such duties; or (c) intentionally engaged in illegal conduct or confession willful misconduct, which is demonstrably and materially injurious to the Company or an Employing Affiliate. For purposes of this Agreement, no act, or failure to act, on the Executive's part shall be considered "intentional" unless the Executive has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that the Executive's action or failure to act was in the best interest of the Company or an Employing Affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Company's Chairman of the Board, Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) in good faith and in the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions best interests of the Board Company or an Employing Affiliate. The termination of Directors employment of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect not be deemed to a termination be for Cause pursuant to subsections subparagraph (iii)b) or (c) above unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (vb) and/or or (vic) hereofabove, then and specifying the particulars thereof in detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Company by the Executive shall have the thirty (30) days following his receipt constitute Cause for purposes of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodthis Agreement.

Cause. EDGEN mayFor purposes of this Agreement, at Cause shall mean: (i) any time material breach of this Agreement by the Executive; (ii) any willful or gross neglect by the Executive of his duties and responsibilities hereunder; (iii) any fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence or willful misconduct by the Executive in connection with the performance of his duties and responsibilities hereunder; (iv) the intoxication of Executive or Executive being under the influence of illegal or illegally obtained drugs during business hours or while on call, or Executive’s habitual drunkenness or addiction to drugs (provided that this shall not restrict the Executive from taking physician-prescribed medication in accordance with the applicable prescription); (v) the commission by the Executive of any (A) felony or (B) crime or act of moral turpitude; (vi) any action by the Executive that may materially impair or damage the reputation of the Company; (vii) insubordinate disregard of any lawful direction given to the Executive by the Board; or (viii) significant failure or significant refusal to comply with the Company's policies and procedures. Except for a significant failure, material breach or significant refusal which by its sole discretionnature cannot reasonably be expected to be cured, terminate Executive shall have ten (10) calendar days after written notice thereof to Executive by the Company within which to cure any acts constituting Cause. No act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. A termination of Executive’s employment for Cause (as herein defined) by delivery shall be effected in accordance with the following procedures. The Company shall give Executive Notice of Termination, setting forth in reasonable detail the specific conduct of Executive that it considers to constitute Cause and the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”specific provision(s) of such Termination Notice. For purposes hereofthis Agreement on which it relies, termination for “Cause” shall mean (i) a conviction ofand stating the date, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions time and place of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion Meeting for Cause. The “Board Meeting for Cause” means a meeting of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN at which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a Executive’s termination for Cause pursuant to subsections will be considered, that takes place not less than ten (iii), 10) and not more than twenty (v20) and/or (vi) hereof, then business days after Executive receives the Notice of Termination. Executive shall have be given an opportunity, together with counsel, to be heard at the thirty (30) days following his receipt Board Meeting for Cause. Executive’s termination for Cause shall be effective when and if a resolution is duly adopted at the Board Meeting for Cause by a majority vote of the Termination entire membership of the Board, stating that in the good faith opinion of the Board, Executive conducted himself as described in the Notice to cure the breach specified thereinof Termination, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for and that such conduct constitutes Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodunder this Agreement.

Cause. EDGEN may, at any time and in its sole discretion, terminate “Cause” shall mean the Executive’s employment (i) commission of a felony, a crime of moral turpitude or any crime committed against MFA, other than traffic violations; (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the Board of Directors or the CEO that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Section 7 of this Agreement; or (v) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a “Default”), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (as herein definedA) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (B) an opportunity for the Executive, together with his counsel, to be heard by the CEO and (C) delivery to the Executive of a Notice of Termination Notice specifying approved by the nature CEO, stating its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea action or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined conduct in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretodetail; provided, however, MFA may suspend the Executive shall have the with pay until such time as his right to cure any appear before the CEO, as the case may be, has been exercised, so long as such breach only one (1) time in any twelve (12) month periodappearance is within two weeks of the date of suspension.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea termination of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness employment because of (a) any act or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the omission that constitutes a material breach by the Executive of any of his obligations under this Agreement; (b) the continued willful failure or refusal of the Executive to substantially perform the duties reasonably required of him as an employee of the Company; (c) any willful and material violation by the Executive of any Federal or state law or regulation applicable to the business of the Company, Parent or any of their respective subsidiaries, or the Executive’s conviction of a felony, or any willful perpetration by the Executive of a common law fraud that is materially injurious to the Company; or (vid) an act of gross neglect or gross or any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company, the Parent or any of their respective subsidiaries or affiliates; provided, however , that (x) the good faith performance by the Executive of the duties required of him pursuant to this Agreement, (y) any act or omission of the Executive based upon authority given by or pursuant to an action of the Board or upon the advice of counsel for the Company or (z) any disagreement with respect to the advisability, timing or implementation of the sale of any capital stock or assets of the Company or Parent, shall be conclusively presumed not to be willful or to constitute a failure or refusal on the part of the Executive (it being understood that clause (z) above is not intended to be exclusive with respect to the extent to which disagreements in policy will be presumed not to be willful or to constitute a failure or refusal on the part of the Executive); provided further, however, that if any such Cause relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGENExecutive’s obligations under this Agreement, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Company shall not terminate the Executive’s employment hereunder unless the Company first gives the Executive shall receive a Termination Notice with respect written notice of its intention to a termination terminate and of the grounds for Cause pursuant to subsections (iii)such termination, (v) and/or (vi) hereof, then and the Executive shall have the thirty (30) has not, within 20 business days following his receipt of the Termination Notice to cure the breach specified thereinnotice, if capable of being curedcured such Cause, to the reasonable satisfaction of Board of Directors of EDGEN prior the Board, or in the event such Cause is not susceptible to his employment being terminated for Cause pursuant thereto; provided, howevercure within such 20-business day period, the Executive shall have the right has not taken all reasonable steps within such 20-business day period to cure any such breach only one (1) time Cause, to the reasonable satisfaction of the Board, as promptly as practicable thereafter. For purposes of this Section 5.5, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless committed, or omitted, by the Executive in any twelve (12) month periodbad faith.

Cause. EDGEN may, at any time and in its sole discretion, The Company will have the right to terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as and such termination in and of the date (such effective date referred itself shall not be, nor shall it be deemed to herein as be, a “Termination Date”) breach of such Termination Noticethis Agreement. For purposes hereofof this Agreement, termination for the Company will have “Cause” shall mean to terminate Executive’s employment upon Executive’s: (i) a conviction of, a or plea of guilty or nolo contenderecontendere to, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; ; (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties hereunder (other than such failure resulting from Executive’s incapacity due to physical or mental illness or subsequent to the commission issuance of a fraudulent act or practice Notice of Termination by Executive for Good Reason) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Executive affecting EDGEN and/or Parenthas not used reasonable best efforts to substantially perform his duties; or (iii) willful misconduct (including, but not limited to, a willful breach of the willful provisions of Section 10) that is materially economically injurious to the Company. For purposes of this Section 6(c), no act, or failure to act, by Executive will be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company. Cause will not exist under paragraph (ii) or (iii) above unless and until the Company has delivered to Executive to follow a copy of a resolution duly adopted by a majority of the directions members of the Board of Directors Trustees of EDGEN; the Company or of the Compensation Committee or Corporate Governance and Nominating Committee thereof (ivexcluding, if applicable, Executive for purposes of determining such majority) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board or such committee called and held for such purpose (after reasonable (but in no event less than 30 days) notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board, Executive was guilty of EDGEN; the conduct set forth in paragraph (vii) the material breach by the Executive of this Agreement; or (viiii) an act and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any court of gross neglect competent jurisdiction the Board’s determination that Cause exists or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right has failed to cure any such breach only one act (1or failure to act) time in any twelve (12) month periodthat purportedly formed the basis for the Board’s determination.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for Company will have “Cause” shall mean to terminate Executive’s services under this Agreement for any of the following reasons: ​ (iA) a Executive’s conviction of, a or plea of nolo contenderecontendere to, any felony or crime involving moral turpitude in connection with the performance of his duties to the Partnership Parties; ​ (B) Executive being charged with, or a guilty plea or confession defendant in, an action brought by the Executive to SEC or another federal or state regulator based primarily on Executive’s individual alleged acts or omissions during Executive’s appointment as an act of fraudofficer of, misappropriation or embezzlement or to a felonywhile providing services to, the Partnership Parties; ​ (iiC) the Executive’s commission of a fraudulent willful and material act of fraud or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions embezzlement of the Board of Directors of EDGENCompany’s funds or other assets causing material damage to the Company; or ​ (ivD) the Executive’s habitual drunkenness willful and material misrepresentations or use of illegal substances​ concealments on any written reports submitted to the Board; ​ provided, each as determined in the reasonable discretion that, any of the Board of Directors of EDGEN; (vevents described in Section 4(b)(ii)(C) the material breach by the or Section 4(b)(ii)(D) above shall constitute Cause only if Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice fails to cure the breach specified therein, if capable of being cured, such event to the reasonable satisfaction of the Board within thirty (30) calendar days of receiving written notice from the Board of Directors of EDGEN prior the event which allegedly constitutes Cause; and provided further that a termination shall not be deemed to his employment being terminated be for Cause pursuant thereto; providedunder Section 4(b)(ii)(C) or Section 4(b)(ii)(D) unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the members of the Board (other than Executive), howeverat a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive, and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive is guilty of the conduct described in Section 4(b)(ii)(C) or Section 4(b)(ii)(D), above, and specifying the particulars thereof in detail. For the purposes of this provision, no act or failure to act on the part of Executive shall have be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s actions or omission was in the right best interests of the Partnership Parties. Any act, or failure to cure any such breach only one (1) time act, based upon authority given pursuant to a resolution duly adopted by the Board, or upon the instructions of the Board, or based upon the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by Executive in any twelve (12) month periodgood faith and in the best interests of the Partnership Parties.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s your employment for Cause (as herein defined) provided below. Termination of your employment by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination Company for “Cause” shall mean termination upon (A) the Willful and continued failure by you substantially to perform your duties (other than any such failure resulting from your incapacity due to physical or mental illness); (B) your Willful engagement by you in illegal misconduct materially and demonstrably injurious to the Company or the Bank; (C) your Willful material breach of a material written policy of the Company or the Bank; or (D) your conviction of, or plea of guilty or nolo contendere to, (i) a conviction of, a plea of nolo contendere, a guilty plea felony or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) a crime involving moral turpitude or fraud involving the commission assets of the Company or the Bank. For purposes of this paragraph, no act, or failure to act, on your part shall be considered “Willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest of the Company. Notwithstanding the foregoing, no event or condition described in the foregoing (A) through (C) shall constitute Cause unless (x) within ninety (90) days from the Board first acquiring actual knowledge of the existence of the Cause condition, there shall have been delivered to you a copy of a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) affirmative vote of not less than three-quarters of the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for that purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board you were guilty of EDGENconduct set forth above in clauses (A) through (C) in this paragraph and specifying the particulars thereof in detail; (vy) the material breach such grounds for termination (if susceptible to correction) are not corrected by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the you within thirty (30) days following his of your receipt of such notice (or, in the Termination Notice event that such grounds cannot be corrected within such thirty (30)-day period, you have not taken all reasonable steps within such thirty (30)-day period to cure correct such grounds as promptly as practicable thereafter); and (z) the breach specified thereinBoard terminates your employment with the Company and the Bank immediately following the expiration of such thirty (30)-day period. For purposes of the foregoing, if capable any attempt by you to correct a stated Cause shall not be deemed an admission by you that the Board’s assertion of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodis valid.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as The Chairman of the date (such effective date referred to herein as a “Termination Date”) of such Termination NoticeBoard or the Board terminates Employee for Cause. For purposes hereofof this Agreement, termination for “the Chairman of the Board or the Board shall have "Cause” shall mean " to terminate Employee upon (i) the willful and continued failure by Employee to perform substantially his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a conviction of, a plea of nolo contendere, a guilty plea or confession written demand for substantial performance is delivered to Employee by the Executive to an act Chairman of fraudthe Board or the Board which specifically identifies the manner in which the Chairman of the Board or the Board believes that Employee has not substantially performed his duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by Employee in misconduct which is materially and demonstrably injurious to the Company. For purposes of a fraudulent this Agreement, no act, or failure to act, on the part of Employee shall be considered "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that Employee's act or practice by omission was in the Executive affecting EDGEN and/or Parent; best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without (iii1) reasonable notice to Employee setting forth the willful failure by reason for the Executive Chairman of the Board's or the Board 's intention to follow terminate for Cause, (2) an opportunity for Employee, together with his counsel, to be heard before the directions Chairman of the Board or the Board, and (3) delivery to Employee of Directors a Notice of EDGEN; (iv) Termination, as defined below, from the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion Chairman of the Board of Directors of EDGEN; (v) or the material breach by Board finding that in the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure Chairman of the breach specified thereinBoard or the Board , if capable Employee was guilty of being curedconduct set forth above, to and specifying the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause (as herein defined) by delivery Cause, provided that the Notice of Termination is delivered to the Executive of a Termination Notice specifying not more than 180 days after the nature of such Cause, effective as discovery by the Company of the date (such effective date referred to herein as a “Termination Date”) of such Termination NoticeCause event. For purposes hereofof this Agreement, termination for “"Cause” " shall mean mean: (i) a the conviction of, a plea of nolo contendereor pleading guilty to, a guilty plea felony or confession by the Executive to an act of fraudcrime involving moral turpitude, misappropriation or embezzlement or to a felony; (ii) the commission willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness which results in a fraudulent Disability), after a written demand for substantial performance is delivered to the Executive by the Board, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties. For purposes of this provision, no act or practice failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive affecting EDGEN and/or Parent; (iii) in bad faith or without reasonable belief that the willful Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of regular outside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to follow be for Cause unless and until there shall have been delivered to the directions Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one (1) time conduct described, and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment for Cause Cause. For purposes of this Agreement only, the Company shall have “Cause” to terminate the Executive’s employment hereunder only upon (as herein definedi) by delivery the willful and continued failure of the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofCompany, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by which specifically identifies the manner in which the Executive has not attempted to an act of fraudsubstantially perform his duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice engaging by the Executive affecting EDGEN and/or Parent; (iii) in willful misconduct which is materially injurious to the willful Company, monetarily or otherwise. For purposes of this Section 3(d), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) in bad faith and without reasonable belief that the Executive’s habitual drunkenness action or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of Directors the Chief Executive Officer of EDGEN; (v) the material breach Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to in good faith and in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Company. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution duly adopted by the affirmative vote of at least ¾ of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to cure any such breach only one (1the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) time finding that in any twelve (12the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) month periodand specifying the particulars thereof.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" means: (as herein definedi) by delivery the Willful and continued failure of the Executive to perform substantially the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; or (ii) the commission of a fraudulent act or practice Willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct which is materi-ally and demonstrably injurious to the willful Company. For purposes of this provision, no act or failure to act, on the part of the Executive, will be considered "Willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Execu-tive's action or omission was in the best interests of the Company. Any act, or failure to follow act, based upon authority given pursuant to a resolution duly adopted by the directions Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon 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. The cessation of employment of the Executive will not be deemed to be for Cause unless and until there will have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN mayFor purposes of this Agreement, at "Cause shall mean: Amended and Restated Change in Control Agreement (i) the willful and continued failure by the Executive (other than any time and in its sole discretion, terminate such failure resulting from (1) the Executive’s employment 's incapacity due to physical or mental illness, (2) any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Cause Good Reason or (as herein defined3) by delivery the Company's active or passive obstruction of the performance of the Executive's duties and responsibilities) to perform substantially the duties and responsibilities of the Executive's position with the Company after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Board, which demand specifically identifies the manner in which the Board believes that the Executive to an act of fraud, misappropriation has not substantially performed the duties or embezzlement or to a felony; responsibilities; (ii) the commission conviction of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentby a court of competent jurisdiction for felony criminal conduct which, in the good faith opinion of the Company, would impair the Executive's ability to perform his or her duties or impair the business reputation of the Company; or (iii) the willful failure engaging by the Executive in fraud or dishonesty which is demonstrably and materially injurious to follow the directions of the Board of Directors of EDGEN; (iv) Company, monetarily or otherwise. No act, or failure to act, on the Executive’s habitual drunkenness 's part shall be deemed willful unless committed, or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach omitted by the Executive in bad faith and without reasonable belief that the Executive's act or failure to act was in the best interest of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good Company and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty either failed to correct, or failed to take all reasonable steps to correct, such act or failure to act within sixty (3060) days following his from the Executive's receipt of written notice from the Termination Notice to cure Company demanding that the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being Executive take such action. The Executive shall not be terminated for Cause pursuant thereto; providedunless and until the Company shall have delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, howevertogether with the Executive's counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive shall have Executive's conduct was Cause and specifying the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Bank of the Executive’s 's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such "Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” " shall mean termination upon (i) a conviction ofthe failure of Employee to observe or perform (other than by reason of illness, a plea injury or incapacity) any of nolo contendere, a guilty plea the material terms or confession by the Executive to an act provisions of fraud, misappropriation or embezzlement or to a felonythis Agreement; (ii) the commission failure of a fraudulent act or practice by Employee to comply fully with the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions lawful directives of the Board of Directors of EDGENthe Bank (the "Board"); (iii) willful misconduct; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion material neglect of the Board business of Directors of EDGENthe Bank; (v) the material breach by the Executive conviction of this Agreementa felony or other crime involving moral turpitude; (vi) misappropriation of funds; or (vivii) an act habitual insobriety or drug addiction. In the case of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause "cause," the notice of termination shall specify the basis for the Bank's determination of "cause." Any act or failure to act based upon authority given pursuant to subsections (iii)a resolution duly adopted by the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, (v) and/or (vi) hereofor omitted to be done, then by the Executive shall have Executive's attention to matters not directly related to the thirty (30) days following his receipt business of the Termination Notice to cure Bank shall not provide a basis for termination for Cause. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the 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 right affirmative vote of a majority of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to cure any such breach only one (1) time the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in any twelve (12) month periodthe good faith opinion of the Board the Executive was guilty of the conduct set forth above and specifying the particulars thereof in detail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment for Cause (as herein defined) by delivery to during the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination Employment Period for “Cause” based upon any of the following occurrences: i) The willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or its Affiliates (other than any such 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 or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties; or ii) The willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. For purposes of this subsection, no act or failure to act, on the part of the Executive, shall mean 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 upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or other senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is given to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) above, and specifying the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined particulars thereof in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct which is materially and demonstrably injurious to the willful Company. For purposes of this provision, no act or failure to. act, on the part of the 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 follow act, based upon authority given pursuant to a resolution duty adopted by the directions Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month perioddetail.

Cause. EDGEN may, at any time and in Termination by the Company (or its sole discretion, terminate the subsidiaries) of Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by the Executive to follow substantially perform his or her duties with the directions Company (or its subsidiaries) other than any such failure resulting from his incapacity due to physical or mental illness, after a demand for substantial performance is delivered to Executive by the Chief Executive Officer of the Company or the Compensation Committee of the Board of Directors, which specifically identifies the manner in which Executive has not substantially performed his or her duties, or (B) the willful engaging by Executive in misconduct which is materially injurious to the Company (or its subsidiaries), monetarily or otherwise, and that constitutes on the part of Executive common law fraud or felony. For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company (or its subsidiaries). Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him or her a copy of a Notice of Termination from the Chief Executive Officer of the Company or the Compensation Committee of the Board of Directors of EDGEN; (iv) after reasonable notice to Executive and an opportunity for Executive, together with his or her counsel, to be heard before the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion Compensation Committee of the Board of Directors (or, if there is no such Committee or such Committee delivers the Notice of EDGEN; Termination, the Board of Directors), finding that in the good faith opinion of such Committee (vor the Board) Executive was guilty of conduct set forth above in clauses (A) or (B) of the material breach by the Executive first sentence of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to subparagraph and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Cause. EDGEN may, REFAC may terminate CARDONNE’s employment hereunder for Cause at any time and in its sole discretion, terminate during the Executive’s employment for Cause (term hereof as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Noticehereinafter set forth. For purposes hereofof this Agreement, termination for REFAC will have “Cause” shall mean to terminate CARDONNE’s employment hereunder upon (i) the willful and continued failure, in the reasonable judgment of the Board, by CARDONNE to perform substantially his duties with REFAC (other than any such failure resulting from his death or Disability) after a conviction of, a plea of nolo contendere, a guilty plea or confession written demand for substantial performance is delivered to CARDONNE by the Executive to an act of fraudBoard which specifically identifies the manner in which it is believed that CARDONNE has not substantially performed his duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by CARDONNE in conduct which in the reasonable opinion of a fraudulent act the Board is materially and demonstrably injurious to REFAC or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure conviction of CARDONNE (or the entering by CARDONNE of a plea of guilty or nolo contendere) for any felony or any lesser crime which involved REFAC or its property. Notwithstanding the Executive foregoing, CARDONNE will not be deemed to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being been terminated for Cause pursuant thereto; provided, however, within the Executive shall have the right to cure any such breach only one meaning of clauses (i) and (ii) without (1) time reasonable notice to CARDONNE setting forth the reasons for REFAC’s intention to terminate for Cause, (2) an opportunity for CARDONNE, together with his counsel, to be heard before the Board, and (3) delivery to CARDONNE of a Notice of Termination, as defined in any twelve paragraph (12e) month periodof this Section 9, from the Board finding that, in the good faith opinion of the Board, clause (i) or (ii) hereof may be invoked, and specifying the particulars thereof in detail.

Cause. EDGEN may, at any time and in its sole discretion, Employer may terminate the Executive’s Employee's employment for Cause (as herein defined) by delivery to the Executive of a ----- Cause. Termination Notice specifying the nature of such for "Cause, effective as " shall mean termination because of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean Employee's (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by Employee to perform his duties, provided that no act, or failure to act, on the Executive Employee's part shall be considered "willful" unless the Board of Directors, in the reasonable exercise of its business judgment, determines that such act or failure to follow act was committed without good faith and without a reasonable belief that such act or failure to act was in the directions best interests of the Employer, Parent or their affiliated entities, (ii) misconduct that causes or is likely to cause material economic harm to Employer, Parent or their affiliated entities or that brings or is likely to bring material discredit to the reputation of Employer, Parent or any of their affiliated entities, as determined by the Board of Directors of EDGEN; Parent in good faith, (iii) failure to substantially follow directions of senior management or the boards of directors of Employer or Parent that are consistent with his duties under this Agreement, provided that no act, or failure to act, on the Employee's part shall be deemed to constitute Cause unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's act, or failure to act, was in or not opposed to the best interest of Employer, (iv) the Executive’s habitual drunkenness conviction of, or use entry of illegal substancesa pleading of guilty or nolo contendre to, each as determined any felony involving moral turpitude or entry of an order duly issued by any federal or state regulatory agency having jurisdiction in the reasonable discretion matter permanently prohibiting Employee from participating in the conduct of the Board affairs of Directors of EDGEN; Employer, Parent or their affiliated entities, or (v) the any other material breach by the Executive of any provision of this Agreement; or . Items (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iiii), (ii), (iii) and (v) and/or of this subsection shall not constitute Cause unless Employer or Parent notified the Employee thereof in writing, specifying in reasonable detail the basis therefor and stating that it is grounds for Cause. Furthermore, if the Employee's actions are curable, items (vii), (ii), (iii) hereof, then and (v) of this subsection shall not constitute Cause unless the Executive shall have the thirty (30) days following his receipt of the Termination Notice Employee fails to cure the breach specified therein, if capable of being cured, such matter within 30 days after such notice is sent or given under this Agreement. It is understood that "Cause" shall not include a failure to the reasonable satisfaction of Board of Directors of EDGEN prior perform due to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioda Disability.

Cause. EDGEN mayTermination for cause shall include (i) the intentional ----- failure by the Executive to perform stated duties (other than any such failure resulting from the Executive's incapacity due to physical or mental illness), at which failure continues for more than five days after a written demand for substantial performance is delivered to the Executive by the Chairman of the Board, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, or (ii) the Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any time 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. For purposes of this paragraph (a), no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in its sole discretion, terminate the best interests of the Bank. The Executive's attention to matters not directly related to the business of the Bank shall not provide a basis for termination for Cause so long as the Board has approved the Executive’s 's engagement in such activities. The Executive's employment with the Bank shall be deemed to have been terminated for Cause (as herein defined) by immediately upon delivery to the Executive of a Termination Notice specifying copy of a resolution duly adopted by the nature affirmative vote of such Cause, effective as not less than three- quarters of the date entire membership of the Board at a meeting of the Board called and held for such purpose (such effective date referred after reasonable notice to herein as a “Termination Date”) the Executive and an opportunity for the Executive, together with counsel for the Executive, to be heard before the Board), finding that in the good faith opinion of such Termination Notice. For purposes hereof, termination for “Cause” shall mean the Board the Executive was guilty of the conduct set forth above in (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) of this paragraph (a) and specifying the commission of a fraudulent act or practice by particulars thereof in detail. Nothing in this paragraph (a) shall prevent the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates from challenging such termination pursuant to the affairs provisions of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) Section 18 hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Cause. EDGEN maySubject to the notification provisions of Section 7(f) below, at any time and in its sole discretion, terminate the Executive’s employment hereunder may be terminated by the Company for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for the term “Cause” shall mean be limited to (i) willful misconduct by Executive with regard to the Company which has a conviction of, a plea of nolo contendere, a guilty plea or confession by material adverse effect on the Executive to an act of fraud, misappropriation or embezzlement or to a felonyCompany; (ii) the commission willful refusal of Executive to attempt to follow the proper written direction of the Board or a fraudulent act more senior officer of the Company, provided that the foregoing refusal shall not be ‘Cause’ if Executive in good faith believes that such direction is illegal, unethical or practice by immoral and promptly so notifies the Executive affecting EDGEN and/or ParentBoard or the more senior officer (whichever is applicable); (iii) substantial and continuing willful refusal by Executive to attempt to perform the willful duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Executive by the Executive to follow the directions Board or a more senior officer of the Board of Directors of EDGENCompany which specifically identifies the manner in which it is believed that Executive has substantially and continually refused to attempt to perform his duties hereunder; or (iv) the Executive being convicted of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s habitual drunkenness part shall be considered ‘willful’ unless done or use of illegal substancesomitted to be done, each as determined by him not in good faith and without reasonable belief that his action or omission was in the reasonable discretion best interests of the Board of Directors of EDGEN; (v) the material breach Company. A notice by the Executive Company of this Agreement; or (vi) an act a non-renewal of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause Employment Term pursuant to subsections (iii)Section 1 hereof shall be deemed an involuntary termination of Executive by the Company without Cause as of the end of the then Employment Term, (v) and/or (vi) hereof, then but Executive may terminate at any time after the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, such notice and shall be treated as if capable he was terminated without Cause as of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddate.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive The Company shall have the right to terminate the Executive's employment for "Cause." For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment only upon the Executive's: (i) conviction of a felony or willful gross misconduct that, in either case, results in material and demonstrable damage to the business or reputation of the Company; or (ii) willful and continued failure to perform his duties hereunder (other than such failure resulting from the Executive's incapacity due to physical or mental illness or after the issuance of a Notice of Termination by the Executive for Good Reason) within ten business days after the Company delivers to him a written demand for performance that specifically identifies the actions to be performed. For purposes of this Section 6(c), no act or failure to act by the Executive shall be considered "willful" if such act is done by the Executive in the good faith belief that such act is or was to be beneficial to the Company or one or more of its businesses, or such failure to act is due to the Executive's good faith belief that such action would be materially harmful to the Company or one of its businesses. Cause shall not exist unless and until the Company has delivered to the Executive a copy of a resolution duly adopted by a majority of the Board (excluding the Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose after reasonable (but in no event less than thirty days') notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board, finding that in the good faith opinion of the Board that "Cause" exists, and specifying the particulars thereof in detail. This Section 6(c) shall not prevent the Executive from challenging in any court of competent jurisdiction the Board's determination that Cause exists or that the Executive has failed to cure any such breach only one act (1or failure to act) time in any twelve (12) month periodthat purportedly formed the basis for the Board's determination.

Cause. EDGEN may, at any time and in its sole discretion, terminate “Cause” means (i) the Executive’s employment for Cause (as herein defined) by delivery willful conduct that is demonstrably and materially injurious to the Executive of a Termination Notice specifying the nature of such CauseCompany or an Affiliate, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea monetarily or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyotherwise; (ii) the commission Executive’s breach of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentan Existing Covenant; (iii) the willful failure by the Executive to follow the directions Executive’s breach of the Board of Directors of EDGENExecutive’s fiduciary duties to the Company or an Affiliate that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (iv) the Executive’s habitual drunkenness conviction of any crime (or use entering a plea of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGENguilty or nolo contendere to any crime) constituting a felony; (v) the material breach by Executive’s entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of this Agreementa company that has publicly traded securities; or (vi) an act willful and continuous nonperformance, lack of gross neglect performance of or gross refusal to perform a reasonable order, policy or willful misconduct that relates rule of the Board or the Company involving a material issue concerning the Company after written notice delivered to the affairs Executive describing with specificity the elements of Parent and/or EDGEN which Board the nonperformance, lack of Directors performance or refusal to perform and the relevant order, policy or rule, and the failure of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant have cured such nonperformance, lack of performance or refusal to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the perform within thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable such written notice. A termination of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have not be for “Cause” unless the right decision to cure any terminate the Executive is set forth in a resolution of the Board to that effect and which specifies the particulars thereof and that is approved by a majority of the members of the Board (exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such breach only one purpose (1) time after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board). No act or failure to act by the Executive will be deemed “willful” if it was done or omitted to be done by the Executive in any twelve (12) month periodgood faith or with a reasonable belief on the part of the Executive that the action or omission was in the best interest of the Company or an Affiliate. Any act or failure to act by the Executive based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel to the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interest of the Company and its Affiliates.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the ----- Executive’s 's employment for "Cause." Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean a finding adopted in good faith by the Board that Executive (i) willfully failed to substantially perform his services or duties for the Company (other than a conviction offailure resulting from Executive's Disability) and such failure continues for 30 days after the Board has given written notice to Executive providing a reasonable description of the basis for the determination that Executive has failed to perform his services or duties, (ii) has been convicted of (or plead nolo contendere to) a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement felony or to a felony; (ii) ---- ---------- misdemeanor involving moral turpitude or the commission use of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; controlled substance, (iii) has breached this Agreement in any material respect if such breach is not cured or remedied within 30 days after the Board has given written notice to Executive providing a reasonable description of the breach, or (iv) engaged in embezzlement or misappropriation of the assets of the Company or any of its subsidiaries or (v) engaged in conduct constituting willful malfeasance in connection with his employment which is materially injurious to the Company and its subsidiaries taken as a whole. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by Executive after Notice of Termination (as hereinafter defined) is given by Executive shall constitute Cause for purposes of this Agreement. No act, or failure to act, on Executive's part, shall be considered "willful" for purposes of (i) or (v) above unless he has acted to failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the Executive to follow best interests of the directions Company. Any action of the Board of Directors of EDGEN; to terminate Executive for cause under clause (iv) the Executive’s habitual drunkenness or use of illegal substancesi), each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (iv) or (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice preceding sentence shall not be made until after Executive and his legal advisors have been provided an opportunity to cure meet with the breach specified thereinBoard, if capable contest the basis for such termination and to demonstrate that Executive's continued employment is in the best interests of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCompany.

Cause. EDGEN mayFor purposes of this Agreement, at “Cause” means Executive’s employment with the Company is terminated after a majority of the Board has found any time and of the following to exist: (i) that Executive has been convicted of a felony in its sole discretion, terminate connection with the performance of his obligations to the Company or which adversely affects the Executive’s employment for Cause (as herein defined) by delivery ability to the Executive of a Termination Notice specifying the nature of perform such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyobligations; (ii) a breach of any duty of loyalty owed to the commission Company by Executive, or the unauthorized usurpation of any Company corporate opportunity by Executive, that has a fraudulent act material detrimental effect on the Company’s reputation or practice by the Executive affecting EDGEN and/or Parentbusiness; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach commission by the Executive of this an intentional act of fraud or embezzlement which was intended to and results in loss, damage or injury to the Company, whether directly or indirectly; (iii) a material disclosure of the Company’s confidential or proprietary information by the Executive which violates the terms of the Confidential Information Agreement; or (viiv) an act Executive’s continued substantial willful nonperformance (except by reason of gross neglect or gross or willful misconduct that relates Disability) of any material obligations under this Agreement after Executive has received a written demand for performance by the Board and has failed to the affairs cure such nonperformance within fifteen (15) business days of Parent and/or EDGEN which Board of Directors of EDGENreceiving such notice. Other than for a termination pursuant to Section 5(f)(i), in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice notice and an opportunity to be heard before the Board with respect to a Executive’s own attorney before any termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, is deemed effective. Notwithstanding anything to the reasonable satisfaction contrary, the Board may immediately place Executive on administrative leave (with full pay and benefits to the extent legally permissible) and suspend all access to Company information, employees and business should Executive wish to avail himself of his opportunity to be heard before the Board of Directors of EDGEN prior to the Board’s termination for Cause. If Executive avails himself of his employment being terminated for Cause pursuant thereto; providedopportunity to be heard before the Board, howeverand then fails to make himself available to the Board within five (5) business days of such request to be heard, the Board may thereafter cancel the administrative leave and terminate Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodfor Cause.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's ----- employment for "Cause." Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean a finding adopted in good faith by the Board that Executive (i) willfully failed to substantially perform his services or duties for the Company (other than a conviction offailure resulting from Executive's Disability) and such failure continues for 30 days after the Board has given written notice to Executive providing a reasonable description of the basis for the determination that Executive has failed to perform his services or duties, (ii) has been convicted of (or plead nolo contendere to) a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement felony or to a felony; (ii) misdemeanor involving ---- ---------- moral turpitude or the commission use of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; controlled substance, (iii) has breached this Agreement in any material respect if such breach is not cured or remedied within 30 days after the Board has given written notice to Executive providing a reasonable description of the breach, or (iv) engaged in embezzlement or misappropriation of the assets of the Company or any of its subsidiaries or (v) engaged in conduct constituting willful malfeasance in connection with his employment which is materially injurious to the Company and its subsidiaries taken as a whole. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by Executive after Notice of Termination (as hereinafter defined) is given by Executive shall constitute Cause for purposes of this Agreement. No act, or failure to act, on Executive's part, shall be considered "willful" for purposes of (i) or (v) above unless he has acted to failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the Executive to follow best interests of the directions Company. Any action of the Board of Directors of EDGEN; to terminate Executive for cause under clause (iv) the Executive’s habitual drunkenness or use of illegal substancesi), each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (iv) or (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice preceding sentence shall not be made until after Executive and his legal advisors have been provided an opportunity to cure meet with the breach specified thereinBoard, if capable contest the basis for such termination and to demonstrate that Executive's continued employment is in the best interests of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCompany.