Common use of Cause Clause in Contracts

Cause. Cause" shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. For purposes of this Agreement, “Cause" ” shall mean the Executive's mean: (i) Executive’s conviction, whether following trial or entry of a guilty plea or a by plea of guilty or nolo contendre with respect tocontendere (or similar plea), in a felony, criminal proceeding (a) on a crime charge of moral turpitude or any crime committed against the Companyinvolving fraud, embezzlement, bribery, forgery, counterfeiting, extortion, dishonesty, or moral turpitude; or (b) on any felony or misdemeanor charge; (ii) engagement in willful misconductany act or omission by Executive involving dishonesty, willful or gross negligencedisloyalty, or fraud, embezzlement or misappropriation relating fraud with respect to significant amounts, in each case in connection with any of the performance of his duties under this AgreementLC Companies; (iii) failure Executive’s breach of fiduciary duty to adhere to the lawful directions any of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinLC Companies; (iv) breach in any material respect of any Executive’s substantial, willful, or repeated disregard of the provisions lawful and reasonable directives of Paragraph 7 the Board clearly communicated in writing to Executive, provided that if such disregard is capable of this Agreement resulting remedy Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in material and demonstrable economic injury which to MFAremedy such disregard; (v) chronic a breach by Executive of any non-solicitation or persistent other restrictive covenant set forth in any agreement between Executive and any of the LC Companies, including any covenant in Article 4 hereof, provided that if such breach is capable of remedy, Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in which to remedy such disregard; (vi) Executive’s gross negligence or willful misconduct with respect to any of the LC Companies or its customers, clients, contractors, and/or vendors; (vii) the coming into effect of an order, ruling, or determination by a government body, court, or self-regulatory organization that imposes a bar or disqualification on Executive from employment with the Company (either permanently or for a period exceeding 180 days); (viii) violation of the Company’s policies against unlawful discrimination and harassment; (ix) Executive’s repeated alcohol or substance abuse that materially and adversely affects his performance of his duties under this Agreementwhile performing services for the Company; 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 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 or, in his absence, 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 Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the abandonment or gross dereliction of Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension’s work duties.

Cause. The Company may terminate the _____ Executive's employment in the event there occurs one or more of the following events that has not been cured (if curable) within thirty (30) days after written notice thereof has been given by the Company to the Executive ("Cause" "); provided that the Company shall mean have delivered a written notice to the Executive within 120 days of its having actual knowledge of the occurrence of any of such events stating that the Company intends to terminate the Executive's employment for Cause and specifying the factual basis for such termination: (i) convictionthe willful failure by the Executive to perform substantially the Executive's duties as an employee of the Company (other than due to physical or mental illness or after the delivery of a Notice of Termination for Good Reason by the Executive pursuant to subsection (f) of this Section 6); (ii) the Executive's engaging in misconduct that is materially injurious to the Company or any subsidiary or any affiliate of the Company; (iii) the Executive's having been convicted of, or entry of a guilty plea or entered a plea of nolo contendre with respect contendere to, a crime ____ __________ that constitutes a felony, a crime ; (iv) the material breach by the Executive of moral turpitude any written covenant or agreement not to compete with the Company or any crime committed against subsidiary or any affiliate; or (v) the breach by the Executive of his duty of loyalty to the Company which shall include, without limitation (A) the disclosure by the Executive of any confidential information pertaining to the Company or any subsidiary or any affiliate of the Company, other than (iix) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the ordinary course of the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions on behalf of the CEO and/or Company or (y) pursuant to a judicial or administrative subpoena from a court or governmental authority with jurisdiction over the Board matter in question, (B) the harmful interference by the Executive in the business or operations of Directors the Company or any subsidiary or any affiliate of the Company, (C) any attempt by the Executive to induce any employee, insurance agent, insurance broker or broker-dealer of the Company or any subsidiary or any affiliate to be employed or perform services elsewhere, other than actions taken by the Executive that are reasonably intended to benefit the Company or any subsidiary or affiliate and do not benefit the Executive financially other than as an employee or stockholder of the Company, (D) any attempt by the Executive to solicit the trade of any customer or supplier, or prospective customer or supplier, of the Company on behalf of any person other than the Company or a subsidiary thereof, other than actions taken by the Executive that are intended to benefit the Company or any subsidiary or affiliate and do not benefit the Executive financially other than as an employee or stockholder of the Company, provided, ________ however, that this provision shall only apply to any _______ product or service which is in competition with a product or service of the Company or any subsidiary or affiliate thereof or (E) following the Merger Date, any breach or violation of the Company's Code of Conduct, as amended from time to time sufficient to warrant a for Cause termination consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 MFACompany's past practice, consistently applied. Notwithstanding the foregoing, (ix) the Executive failure of the Executive, the Company, U.S. Healthcare or the Business to achieve any particular level of performance shall be given written notice not, in and of any action or failure to act that is alleged to itself, 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 or, in his absence, 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 Executive setting forth the reasons for the decision to terminate the Executive for Causehereunder, (y) an opportunity for neither a breach of the Executive, together with his counsel, 's duty of loyalty to the Company as described in subclause (A) nor a breach of the Company's Code of Conduct as described in subclause (E) shall constitute Cause hereunder unless such breach has had or could reasonably be heard by expected to have a significant adverse effect on the CEO or, in his absence, business or reputation of the Board of Directors, Company and (z) delivery to the Executive occurrence of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks any of the date events described above, if done inadvertently or of suspensionde minimis effect, shall not constitute "Cause".

Cause. The Company shall have “Cause" shall mean the ” to terminate Executive's ’s employment hereunder upon: (i) Executive’s failure to substantially perform his duties with the Company (other than any such failure resulting from Executive’s Disability); (ii) Executive’s failure to comply with, in any material respect, any of the Company’s Policies; (iii) the Board’s determination that Executive failed in any material respect to carry out or comply with any lawful and reasonable directive of the Board; (iv) Executive’s breach of a material provision of this Agreement or any other agreement between the Executive and the Company or any of its affiliates; (v) Executive’s conviction, or entry plea of a guilty plea or a no contest, plea of nolo contendre with respect tocontendere, a felony, a or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (vi) Executive’s unlawful use (including being under the influence) or possession of moral turpitude illegal drugs on the Company’s (or any crime committed against the Company, (iiof its affiliate’s) engagement in willful misconduct, willful premises or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his while performing Executive’s duties and responsibilities under this Agreement; or (iiivii) failure to adhere to Executive’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of Company or any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 MFAits affiliates. Notwithstanding the foregoing, no termination for Cause will have occurred unless and until the Company has: (ia) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause provided Executive, within thirty (a "Default"), and an opportunity for 20 business 30) 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 orCompany first becoming aware of the facts or circumstances constituting Cause, in his absence, written-notice stating with specificity the Board applicable facts and circumstances underlying such finding of DirectorsCause; and (iib) regardless of whether the provided Executive is able with an opportunity to cure any Defaultthe same within thirty (30) days after the receipt of such notice, provided that the Company shall not be required to provide such written notice to Executive (and Executive shall not be deemed have the opportunity to have been terminated for Cause without (xcure) reasonable prior written notice to the 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 CEO or, more than once in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionany twelve-month rolling period.

Cause. Cause" shall mean The Company may terminate the Executive's ’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon: (i) conviction, or entry The conviction of Executive of a guilty plea felony or a plea other crime involving theft, misappropriation of nolo contendre with respect tofunds, a felony, a crime of fraud or moral turpitude or any crime committed against turpitude; (ii) The engaging by Executive in conduct which is demonstrably and materially injurious to the Company, (ii) engagement in willful misconductmonetarily or otherwise, willful or gross negligence, or fraud, embezzlement or misappropriation relating including but not limited to significant amounts, in each case in connection with any material misrepresentation related to the performance of his duties, misappropriation, fraud, including with respect to the Company’s accounting and financial statements, embezzlement or conversion by Executive of the Company’s or any of its subsidiaries’ property in connection with Executive’s duties under this Agreement; or in the course of the Executive’s employment with the Company; (iii) failure to adhere Executive’s gross negligence or gross misconduct in carrying out his duties hereunder resulting, in either case, in material harm to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinCompany; or (iv) Any act or omission constituting a material breach in by the Executive of any material respect of any of the provisions of Paragraph 7 provision of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 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 event the CEO orbasis for a termination for Cause is under subsections 8(c)(iii) or (iv) above, in his absence, 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 unless and until there shall have been delivered to him a written notice to from the President and Chief 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion Officer asserting that the Executive he has engaged in actions the conduct set forth above in Sections 8(c)(iii) or conduct described in (iv) (as interpreted and enforced consistently with the preceding sentence, which notice specifies 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 after receipt of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionresolution.

Cause. Cause" shall mean The Company may terminate the Executive's Employee’s Employment for Cause at any time upon written notice to Employee. (i) convictionFor purposes of the Agreement, the Company shall have “Cause” to terminate the Employee’s Employment hereunder pursuant to Employee’s: (1) material breach of this Agreement or entry of a guilty plea any other written agreement between Employee and the Company, if such breach causes material harm to the Company or to any of its affiliates or reasonably threatens to cause such harm; (2) material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment, if such failure causes material harm to the Company or to any of its affiliates and to the extent it is deemed curable by the Employee, is not cured within 10 days after written notice thereof is given to the Employee by the Company; (3) commission, conviction of, or a plea of nolo contendre with respect “guilty” or “no contest” to, a felony, a crime felony under the laws of moral turpitude the United States or any crime committed against State; (4) willful, intentional or grossly negligent act having the effect of materially injuring (whether financially or otherwise) the business or reputation of the Company or of any of its affiliates, which to the extent it is deemed curable by the Employee, is not cured within 10 days after written notice thereof is given to the Employee by the Company; or (5) willful misconduct with respect to any of Employee’s material duties or obligations under the Agreement or applicable law or regulation, which, to the extent it is deemed curable is not cured within 10 days after written notice thereof is given to the Employee by the Company. (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating A purported termination of Employee’s employment for Cause shall not be effective unless the Company provides written notice to significant amounts, in each case in connection with Employee of the performance facts alleged by the Company to constitute Cause and such notice is delivered to Employee no more than 90 days after the Company has actual knowledge of his duties under this Agreement; such facts. (iii) failure to adhere In the event that the Company terminates the Employee’s Employment for Cause, the Employee shall receive the Base Salary through the Date of Termination, and any other amount and/or entitlement owed to the lawful directions Employee pursuant to applicable law upon such termination, as well as reimbursement for approved but unpaid business expenses through the Date of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 MFATermination. 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 or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive The Employee shall not be deemed entitled to have been terminated for Cause without (x) reasonable prior written notice any compensation, benefits or other amounts from the Company or otherwise upon such termination, notwithstanding anything to the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described contrary contained in the preceding sentence, which notice specifies the particulars of such action Agreement or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionotherwise.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause" ” shall mean the Executive's Employee’s (i) conviction, gross negligence or entry willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, ; (ii) engagement in willful misconduct, willful abuse of or gross negligence, dependency on alcohol or fraud, embezzlement drugs (illicit or misappropriation relating to significant amounts, in each case in connection with the otherwise) that adversely affects Employee’s performance of his duties under this Agreementhereunder; (iii) failure to adhere to the lawful directions commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinCompany; (iv) breach in of any material respect term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the provisions long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of Paragraph 7 their respective predecessors (the “Equity Compensation”), or breach of this Agreement resulting in material and demonstrable economic injury his fiduciary duties to MFAthe Company; (v) chronic any willful act, or persistent substance abuse that materially and adversely affects his performance failure to act, in bad faith to the detriment of his duties under this Agreementthe Company; or (vi) breach willful failure to cooperate in any material respect good faith with a governmental or internal investigation of the terms and provisions Company or any of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding its directors, managers, officers or employees, if the foregoing, Company requests his cooperation; (ivii) 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 follow the date Company’s code of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directorsconduct or ethics policy; and (iiviii) regardless conviction of, or plea of whether the Executive is able to cure nolo contendere to, a felony or any Defaultserious crime; provided that, the Executive Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall not first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause without (x) reasonable prior written notice retroactively to the Executive setting forth date the reasons for events giving rise to Cause occurred, provided that the decision Company’s ability to terminate the Executive for Cause, (y) deem an opportunity for the Executive, together with his counsel, Employee’s employment under this sentence to be heard by the CEO or, in his absence, the Board terminated for Cause shall lapse upon a Change of Directors, and Control (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described as defined in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCompany’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company shall be entitled to terminate the Executive’s employment for “Cause" .” For purposes of this Agreement, “Cause” shall mean that the Executive's : (i) conviction, pleads “guilty” or entry “no contest” to or is convicted of an act which is defined as a guilty plea felony under federal or a plea of nolo contendre with respect to, a felony, state law or as a crime of moral turpitude under federal or any crime committed against the Company, state law which involves Executive’s fraud or dishonesty; (ii) engagement in carrying out his duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, willful conviction, neglect or gross negligencemisconduct results in material economic harm to the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, or fraud, embezzlement or misappropriation relating to significant amounts, (v) engages in each case an act of dishonesty in connection with the performance of his duties under hereunder, (vi) harasses or discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to such conduct; (vii) engages in any conduct that is reasonably likely to cause harm to the reputation of the Company; (viii) makes a material disclosure as defined by Section 10(a)or (ix) materially breaches any term of this Agreement; (iii) failure to adhere to . In the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of event any of the provisions of Paragraph 7 of this Agreement resulting occurrences in material and demonstrable economic injury to MFA; (v) 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) through (ix) above have occurred, the Executive shall be given written notice by the Company of any action its intention to so terminate his employment, such notice; (i) 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 alleged based and (ii) to constitute Cause be given within sixty (a "Default")60) days after the Board knew of such acts or failures to act. In the event such notice is timely given by the Company, and an opportunity for 20 business the Executive shall have thirty (30) days from after the date of such that the notice is given in which to cure such Defaultconduct, to the extent such period to be subject to extension in cure is possible. For the discretion avoidance of doubt, any of the CEO oroccurrences constituting Cause set forth in clauses (i), in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall and (v) above cannot be deemed cured. No act or failure to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Causeact on Executive’s part will be considered “willful” unless done, (y) an opportunity for the Executive, together with his counsel, or omitted to be heard done by the CEO or, Executive not in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion and without reasonable belief that the Executive has engaged in actions his action or conduct described omission was in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks best interests of the date of suspensionCompany.

Cause. The Company shall have the right to terminate the employment of Executive under this Agreement, as well as any and all compensation to which Executive would otherwise be entitled hereunder ( except for compensation to which Executive is entitled through the date of such termination and any benefits referred to in Section 5 hereof in which Executive has a vested right under the terms and conditions pursuant to which such benefits were granted), only in the manner set forth in this Section 6 if, and only if, Executive shall have committed any of the following acts (any such act being hereinafter referred to as an " Act of Cause" shall mean the Executive's "): (i) convictionExecutive, other than as a result of circumstances described in Sections 6(a), 6(b) or entry 6(d) hereof, shall have repeatedly failed to perform his material duties hereunder (other than by reason of a guilty plea disability) or a plea of nolo contendre with shall have willfully breached in any material respect tohis other obligations as set forth herein; provided. however. the Company shall first have notified Executive in writing, a felonyand in reasonable detail, a crime of moral turpitude as to the manner in which Executive has so failed to perform his duties or any crime committed against the Companybreached his other obligations hereunder and Executive, within thirty (30) days thereafter, shall have failed to cure such failure or breach within 60 days. (ii) engagement Executive shall have committed gross negligence 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; or obligations hereunder which shall have resulted in a material loss to the Company; (iii) failure to adhere to Executive shall have been convicted of any felony or have committed any material act of proven dishonesty against the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; Company; (iv) breach Executive shall have breached Sections 10 or 11 hereof in any material respect respect. In the event the Company elects to terminate Executive's employment hereunder as set forth above, the Company shall give written notice to such effect to Executive, which notice shall describe in reasonable detail the actions of any Executive constituting the Act of the provisions of Paragraph 7 of Cause, and Executive's employment under this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance shall thereupon terminate as 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 opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension specified in the discretion of the CEO orsuch notice, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive which date shall not be deemed less than fifteen (30) days after the delivery of such notice. In no event shall the termination be caused by failure or discrepancies due to have been terminated for Cause without (x) reasonable prior written notice to compliance issues contained within the Executive setting forth Sarbanes-Oxley Act and the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, to be heard certification required by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionExecuti▇▇.

Cause. For purposes of the Letter Agreement, “Cause" shall mean the Executive's ” means (i) conviction, or entry any willful misconduct by you in the performance of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, your duties; (ii) engagement gross negligence in willful misconduct, willful or gross negligencethe performance, or fraudnegligent or intentional substantial non-performance, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance by you of his duties under this Agreementyour duties; (iii) failure your conviction by a competent court of law of or having plead guilty or no contest to adhere any felony or misdemeanor (other than minor traffic violations or offences of a comparable magnitude not involving dishonesty, fraud, or breach of trust); (iv) your breach of your duty of loyalty to the lawful directions Company; or (v) a material breach by you of the CEO and/or terms the Letter Agreement, provided that, prior to any termination of your employment for Cause, you shall be entitled to appear with counsel before the Board of Directors that are reasonably consistent with his of the Company, and further provided that, in the case of item (ii) involving negligence and item (v), the Company shall provide written notice to you of the grounds on which Cause is asserted and a thirty (30) day opportunity to cure, if curable, following delivery of such notice. For purposes hereof, an action will be considered “willful” only if it is done intentionally, purposely and knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. Additionally, the Company shall not consider your conduct within the scope of your duties and position provided for herein; undertaken in good faith as falling within the scope of clauses (ivii) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; or (v) 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 above. For the purpose of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingLetter Agreement, (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 your date of such notice in which to cure such Default, such period to be subject to extension termination in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive event your employment 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 shall be the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a date on which your are given notice of termination approved by said CEO oras provided for in this section, or any later date as may be set forth in his absencesuch notice of termination. However, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described in notwithstanding the preceding sentence, in the event you are provided with notice of the grounds on which notice specifies Cause is asserted and an opportunity to cure such grounds as provided for in this section, and you fail to cure such grounds within the particulars cure period, your date of termination for such Cause shall be the expiration of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensioncure period.

Cause. Cause" shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 her duties under this Agreement; (iii) failure to adhere to the lawful directions of the CEO CEO, the CFO and/or the Board of Directors that are reasonably consistent with his her duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his her performance of his her 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 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 or, in his absence, 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 Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his her counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his her right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. “Cause" ” for termination shall mean a determination by the Executive's Board of Directors in good faith that any of the following events has occurred: (i) convictionindictment of the Executive of, or the conviction or entry of a guilty plea or a plea of guilty or nolo contendre with respect to, a contendere by the Executive to any felony, a crime of moral turpitude or any crime committed against the Company, misdemeanor involving moral turpitude; (ii) engagement the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the REIT, DiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of Company property for personal purposes; (iii) the Executive's willful misconduct, willful failure or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, negligence in each case in connection with the performance of his assigned duties under this Agreement; (iii) for the DiamondRock Group, which failure to adhere to or gross negligence continues for more than 5 days following the lawful directions Executive's receipt of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic written 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 electronic notice of any action such willful failure or failure to act that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days gross negligence 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 or, in his absence, the Board of Directors; and (iiiv) regardless any act or omission of whether the Executive is able that has a demonstrated and material adverse impact on the DiamondRock Group's reputation for honesty and fair dealing or any other conduct of the Executive that would reasonably be expected to cure result in injury to the reputation of the DiamondRock Group; or (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any Defaultact, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group 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 DiamondRock Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been terminated for Cause without (x) reasonable prior written notice delivered to the 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 a copy of a resolution duly adopted by the CEO or, in his absence, affirmative vote of the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO orfinding that, in his absence, the good faith opinion of the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or the conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detailthis Section 2(b); provided, however, MFA may suspend that if the Executive with pay until such time as his right to appear before the CEO or is a member of the Board of Directors, as the case may be, has been exercised, so long as Executive shall not vote on such appearance is within two (2) weeks of the date of suspensionresolution.

Cause. The Company shall be entitled to terminate the Executive’s employment for “Cause" .” For purposes of this Agreement, “Cause” shall mean that the Executive's : (i) conviction, pleads “guilty” or entry “no contest” to or is convicted of an act which is defined as a guilty plea felony under federal or a plea of nolo contendre with respect to, a felony, state law or as a crime of moral turpitude under federal or any crime committed against the Company, state law which involves Executive’s fraud or dishonesty; (ii) engagement in carrying out her duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, willful conviction, neglect or gross negligence, or fraud, embezzlement or misappropriation relating misconduct results in material economic harm to significant amounts, in each case in connection with the performance of his duties under this AgreementCompany; (iii) failure fails to adhere obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinoperate; (iv) breach willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of her duties hereunder, (vi) harasses or discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to such conduct; (vii) engages in any conduct that is reasonably likely to cause harm to the reputation of the Company; (viii) makes a material respect disclosure as defined by Section 10(a)or (ix) materially breaches any term of this Agreement. In the event any of the provisions of Paragraph 7 of this Agreement resulting occurrences in material and demonstrable economic injury to MFA; (v) 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) through (ix) above have occurred, the Executive shall be given written notice by the Company of any action its intention to so terminate her employment, such notice; (i) 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 alleged based and (ii) to constitute Cause be given within sixty (a "Default")60) days after the Board knew of such acts or failures to act. In the event such notice is timely given by the Company, and an opportunity for 20 business the Executive shall have thirty (30) days from after the date of such that the notice is given in which to cure such Defaultconduct, to the extent such period to be subject to extension in cure is possible. For the discretion avoidance of doubt, any of the CEO oroccurrences constituting Cause set forth in clauses (i), in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall and (v) above cannot be deemed cured. No act or failure to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Causeact on Executive’s part will be considered “willful” unless done, (y) an opportunity for the Executive, together with his counsel, or omitted to be heard done by the CEO or, Executive not in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion and without reasonable belief that the Executive has engaged in actions her action or conduct described omission was in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks best interests of the date of suspensionCompany.

Cause. The Company may terminate the Executive’s employment for Cause" . For purposes of this Agreement (except as set forth below), “Cause” shall mean that the Executive's Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) conviction, engaged in or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, willful misconduct; (ii) engagement engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties for a 30-day period after written demand for substantial performance that refers to this paragraph and 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 misconduct, willful act that is likely to and which does in fact have the effect of injuring the reputation or gross negligence, business of the Company; (vii) willfully violated his fiduciary duty or fraud, embezzlement his duty of loyalty to the Company or misappropriation relating the Company’s Code of Ethical Business Conduct in any material respect; (viii) used alcohol or drugs (other than drugs prescribed to significant amounts, the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in each case in connection a manner which materially and repeatedly interferes with the performance of his duties under this Agreement; (iii) failure to adhere to hereunder or which has the lawful directions effect of materially injuring the reputation or business of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinCompany; or (ivix) engaged in or committed a material breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting for a 30-day period after written notification is delivered by the Company that specifically refers to this paragraph and identifies the manner in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that which the Company believes the Executive has materially and adversely affects his performance of his duties under breached this Agreement. 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 or without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding anything herein to the contrary, for purposes of any termination of employment that occurs within the period that (i) begins with the first to occur of (1) the initial public announcement of a Specified Change of Control (as defined below), or (2) the 90th day preceding a Specified Change of Control and (ii) ends two years following such Specified Change of Control, “Cause” shall instead mean only the occurrence of either or both of the following: (A) the Executive’s conviction for committing an act of fraud, embezzlement, theft, or other act constituting a felony (other than traffic related offenses or as a result of vicarious liability); or (viB) breach the willful engaging by the Executive in any material respect of misconduct that is significantly injurious to the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFACompany. 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved signed by said CEO or, in his absence, the Company’s Chief Executive Officer or Chairman of the Board of Directors, stating his or its that in the good faith opinion that of the officer signing such notice, the Executive has engaged in actions or committed conduct of the nature described in the preceding sentencethis paragraph, which notice specifies and specifying the particulars of such action or conduct thereof in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. PNC Bank may terminate your employment with or without Cause by written notice to you. For purposes of this Agreement, “Cause" ” shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amountsmean, in each case in connection with the performance good faith determination of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 foregoingPNC Bank, (i) the Executive shall be given written notice of any action your gross negligence 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 willful misconduct in the discretion course of the CEO or, in his absence, the Board of Directorsyour employment hereunder; and (ii) regardless your commission of whether the Executive is able fraud against PNC Bank or its affiliates or its customers, clients or employees, (iii) your commission of any theft or misappropriation of assets or business opportunities of PNC Bank or its affiliates, (iv) any breach of your fiduciary duty owed to cure PNC Bank or its affiliates, (v) your commission of any Defaultfelony or act of moral turpitude, the Executive shall not in either case, which could reasonably be deemed expected to have been terminated for Cause without a material adverse effect on PNC Bank or its affiliates; (xvi) reasonable prior written notice a material violation by you of the Parent’s Code of Business Conduct and Ethics or its Employee Conduct Policies, unless not reasonably applicable to you as an employee; (vii) a material breach of your obligations contained in this Agreement, including your intentional failure or refusal to perform your duties hereunder; or (viii) the entry of any order against you by any government body having regulatory authority with respect to the 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 CEO or, in his absence, the Board business of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his PNC Bank or its good faith opinion that affiliates for a violation by you of any rule or regulation governing the Executive has engaged in actions business of PNC Bank or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detailits affiliates; provided, however, MFA that prior to being given written notice of your termination hereunder for Cause under (vi) or (vii) hereof, if curable, you shall be given thirty days’ advance notice that PNC Bank or its affiliates believe you are in violation of such provision(s), during which time you may suspend seek to cure your acts and/or omissions and, to the Executive with pay until extent such time as his right to appear before the CEO actions or the Board of Directorsomissions are cured within such period, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionacts or omissions shall not constitute Cause.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause" ” shall mean the Executive's Employee’s (i) conviction, gross negligence or entry willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of a guilty plea the CEO or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, Board; (ii) engagement in willful misconduct, willful abuse of or gross negligence, dependency on alcohol or fraud, embezzlement drugs (illicit or misappropriation relating to significant amounts, in each case in connection with the otherwise) that adversely affects Employee’s performance of his duties under this Agreementhereunder; (iii) failure to adhere to the lawful directions commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinCompany; (iv) breach in of any material respect term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the provisions long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of Paragraph 7 their respective predecessors (the “Equity Compensation”), or breach of this Agreement resulting in material and demonstrable economic injury his fiduciary duties to MFAthe Company; (v) chronic any willful act, or persistent substance abuse that materially and adversely affects his performance failure to act, in bad faith to the detriment of his duties under this Agreementthe Company; or (vi) breach willful failure to cooperate in any material respect good faith with a governmental or internal investigation of the terms and provisions Company or any of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding its directors, managers, officers or employees, if the foregoing, Company requests his cooperation; (ivii) 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 follow the date Company’s code of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directorsconduct or ethics policy; and (iiviii) regardless conviction of, or plea of whether the Executive is able to cure nolo contendere to, a felony or any Defaultserious crime; provided that, the Executive Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall not first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause without (x) reasonable prior written notice retroactively to the Executive setting forth date the reasons for events giving rise to Cause occurred, provided that the decision Company’s ability to terminate the Executive for Cause, (y) deem an opportunity for the Executive, together with his counsel, Employee’s employment under this sentence to be heard by the CEO or, in his absence, the Board terminated for Cause shall lapse upon a Change of Directors, and Control (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described as defined in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCompany’s 2016 Omnibus Incentive Compensation Plan).

Cause. Cause" shall mean The Company may terminate this Agreement and the Executive's ’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conviction, or entry any act of a guilty plea or a plea material insubordination on the part of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, Executive; (ii) engagement the engaging by the Executive in willful misconduct, willful including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or gross negligenceany of its divisions, subsidiaries or fraudaffiliates, embezzlement monetarily or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreementotherwise; (iii) failure any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to adhere to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereina felony (other than a traffic violation); (iv) breach in any material respect 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 be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 MFAparagraph. Notwithstanding the foregoing, (i) the Executive shall be given written notice by the Company of any action 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 alleged based and (B) to constitute Cause (a "Default"), and an opportunity for be given within 90 days of the Company’s learning of such act or acts or failure or failures to act. Executive shall have 20 business days from after the date of that such written notice has been given to him in which to cure such Defaultconduct, to the extent such period cure is possible. If he fails to cure such conduct, Executive shall then be subject entitled to extension in the discretion of the CEO or, in his absence, a hearing before the Board of Directors; and Directors (ii) regardless the “Board”). Such hearing shall be held within 25 days of whether 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 able to cure any Defaultfurnished written notice by the Board confirming that, in its judgment, grounds for Cause on the Executive basis of the original notice exist, he shall not thereupon be deemed to have been terminated for Cause without (x) reasonable prior written notice to the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. “Cause" ” shall mean the Executive's mean: (i) conviction, or entry Executive’s breach of a guilty plea material term, covenant, obligation or a plea provision of nolo contendre with respect to, a felony, a crime of moral turpitude or under this Agreement (including any crime committed against the Company, (iiattachments hereto) engagement in willful misconduct, willful or gross negligence, Executive’s failure or fraud, embezzlement or misappropriation relating refusal to significant amounts, in each case in connection with the performance of his perform material duties and responsibilities under this Agreement; (ii) Executive’s material failure to act subject to and in accordance with any proper and lawful specific direction of the Board or the internal rules and policies established by the Company; (iii) failure to adhere Executive’s engagement in gross misconduct, fraud, dishonesty, insubordination, or act of moral turpitude, which is, in each case, materially injurious to the lawful directions Company in the reasonable determination of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinBoard; (iv) breach in any material respect Executive’s alcohol or drug use which adversely impairs Executive’s performance of any Executive’s duties and obligations under this Agreement or adversely impacts the reputation of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFACompany; or (v) chronic or persistent substance abuse that materially and adversely affects his performance Executive’s violation of his duties under this Agreement; or (vi) breach in any material respect statute governing the business of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingCompany, (i) the Executive shall be given written notice or of any action material rules or failure to act that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from regulations promulgated by any regulatory body governing the date Company or its business. Termination of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive Executive's employment shall not be deemed to have been terminated be for Cause without unless and until the Company provides written notice, after a reasonable determination from the Board, notifying Executive that he has engaged in conduct described in this provision. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (x10) reasonable prior business days from the delivery of such written notice by the Company within which to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) cure any acts constituting Cause and shall be given an opportunity for the Executiveopportunity, together with his counsel, to be heard before the Board during such period; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive's employment without notice and with immediate effect. For purposes of this provision, any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the CEO orBoard or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in his absence, good faith and in the Board best interests of Directorsthe Company, and (z) delivery to the Executive of not a notice of basis for a termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionfor Cause.

Cause. The 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, “Cause” shall mean the Executive's (i) conviction, habitual drug or entry alcohol use which impairs the ability of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, Executive to perform his duties hereunder; (ii) engagement in willful misconduct, willful or gross negligenceExecutive’s conviction during the Employment Period by a court of competent jurisdiction, or a pleading of “no contest” or guilty to a felony or the equivalent if outside the United States; (iii) Executive’s engaging in fraud, embezzlement or misappropriation relating any other illegal conduct with respect to significant amountsthe Company which acts are materially harmful to, either financially, or to the business reputation of, the Company or any other member of the Group; (iv) Executive willfully violating the Restrictive Covenants set forth in each case in connection with the performance Section 9 of his duties under this Agreement; (iiiv) Executive’s willful failure or refusal to adhere perform his duties hereunder (other than such failure caused by Executive’s Disability or while on vacation), after a written demand for performance is delivered to the lawful directions of the CEO and/or Executive by the Board of Directors that are reasonably consistent with specifically identifies the manner in which the Board believes that Executive has failed or refused to perform his duties and position provided for hereinduties; (ivvi) breach in Executive otherwise breaches any material respect of any of the provisions of Paragraph 7 provision of this Agreement resulting in material and demonstrable economic injury or any Group policies related to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreementconduct which is not cured, if curable, within 10 days after written notice thereof; or (vivii) breach in any material respect of Executive’s willful misconduct which is directly related to the terms employment relationship and provisions of this Agreement resulting in which has a material and demonstrable economic injury detrimental effect on the Company or the Group. No act or failure to MFA. Notwithstanding the foregoingact by Executive shall be deemed “willful” unless done, or omitted to be done, (i) the by 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 not in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; good faith and (ii) regardless without a reasonable belief that his action or omission was in the best interest of whether the Executive is able Company. However, acts or failures to cure any Default, the Executive shall act will not be deemed to have been terminated for Cause without be “willful” if Executive is specifically directed to take (xor not take) reasonable prior written notice to the 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 such action by the CEO orBoard, unless Executive in his absence, good faith believes such directives are illegal and Executive promptly notifies the Board of Directors, and (z) delivery thereof. The Company shall have the right to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until in order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s employment for Cause and such time as action shall not give Executive Good Reason to terminate his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionemployment.

Cause. The Company may terminate the Executive’s employment hereunder for Cause immediately upon written notice by the Company to the Executive of a termination for Cause" . “Cause” shall mean the Executive's (i) convictionthe Executive’s dishonesty in his financial dealings with, or entry of a on behalf of, the Company; (ii) the Executive’s commission of, indictment for or pleading guilty plea or a plea of nolo contendre with respect to, a felony, contendere to a crime of by the Executive which constitutes (x) a felony (other than a traffic related offense) or (y) a misdemeanor involving moral turpitude or any crime committed against and which, in the case of (y), may reasonably be expected to have an adverse effect on the Company, its business, reputation or interest; (iiiii) engagement in Executive’s material breach of this Agreement or any other contract or agreement between the Executive and the Company, which breach, if curable, is not cured within 20 days of the giving of written notice thereof to the Executive; (iv) the Executive’s material violation of the Company’s code of conduct, code of ethics or any other written policy or a material breach by the Executive of a fiduciary duty or responsibility to the Company; (v) the refusal of the Executive to follow the lawful policies and directives of the Board within five days of the giving of written notice thereof to the Executive; (vi) the willful misconduct, willful misconduct or gross negligence, negligence of the Executive with regard to the Company 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 that is materially injurious to the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this AgreementCompany; or (vivii) breach in any material respect the willful and continued failure of the terms and provisions of this Agreement Executive to attempt to perform the Executive’s duties with the Company (other than for any such failure resulting in material and demonstrable economic injury from the Executive’s incapacity due to MFA. Notwithstanding the foregoing, (iphysical or mental illness) the Executive shall be given after written notice of any action or such 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 or, in his absence, 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 has been terminated for Cause without (x) reasonable prior written notice give to the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. The Company may terminate Executive’s employment for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of Executive’s termination for Cause" . “Cause” shall mean the Executive's mean, for purposes of this Agreement: (i) convictionthe continued failure by Executive to substantially perform Executive’s duties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (ii) the criminal felony indictment (or non-U.S. equivalent) of Executive by a court of competent jurisdiction; (iii) the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or entry otherwise) to the Company, including (A) the unauthorized disclosure of a guilty plea material secret or a plea Confidential Information (as defined in Section 10(d) below) of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (iiB) engagement in willful misconduct, willful the debarment of the Company by the U.S. Food and Drug Administration or gross negligenceany successor agency (the “FDA”) or any non-U.S. equivalent, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection (C) the registration of the Company with the performance U.S. Drug Enforcement Administration of his duties under any successor agency (the “DEA”) being revoked; (iv) the debarment of Executive by the FDA; (v) the continued material breach by Executive of this Agreement; (iiivi) failure to adhere to the lawful directions any material breach by Executive of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereina Company policy; (ivvii) any breach in any material respect by Executive of any a Company policy related to sexual or other types of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic harassment or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreementabusive conduct; or (viviii) breach in any material respect of Executive making, or being found to have made, a certification relating to the terms Company’s financial statements and provisions of this Agreement resulting in material and demonstrable economic injury public filings that is known to MFAExecutive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii), (iv) and (vii) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s actual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) within thirty (30) days after such demand. References to the Company in subsections (i) the Executive through (viii) of this paragraph 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 also include affiliates of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCompany.

Cause. The Employee’s employment may be terminated at any time by the Company for Cause (as defined below) or Without Cause (as defined below). For purposes of this Agreement, “Cause" ” shall mean the Executive's mean: (i) convictiona breach by the Employee of any provision of this Agreement which, or entry if curable, is not cured within ten (10) days after the Employee’s receipt of a guilty plea or a plea written notice of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against such breach from the Company, ; (ii) engagement in willful misconductany conduct, willful action or gross negligencebehavior by the Employee, whether or fraud, embezzlement or misappropriation relating to significant amounts, in each case not in connection with the Employee’s employment hereunder, including, without limitation, the commission of any felony or a lesser crime involving dishonesty, fraud, misappropriation, theft, wrongful taking of property, embezzlement, bribery, forgery, extortion or other crime of moral turpitude, that has or may reasonably be expected to have a material adverse effect on the reputation or business of Holdings or the Company, its subsidiaries or any of their respective affiliates (collectively, the “Company Group”) or which results in gain or personal enrichment of the Employee to the detriment of the Company Group; (iii) a governmental authority, including, without limitation, the Environmental Protection Agency and the Food and Drug Administration, has prohibited the Employee from working or being affiliated with the Company or the business conducted thereby; (iv) the commission of any act by the Employee of gross negligence or malfeasance, or any willful violation of law, in each case, in connection with the Employee’s performance of his duties under this Agreement; (iii) failure with the Company Group or with respect to adhere to the lawful directions any member of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFACompany Group; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his the Employee’s duties under this Agreementin an unsatisfactory manner after a written warning and a ten (10) day opportunity to cure or failure to observe material policies generally applicable to employees after a written warning and a ten (10) day opportunity to cure; or (vi) breach in any material respect of the terms and provisions Employee’s duty of this Agreement resulting in material and demonstrable economic injury loyalty to MFAthe Company Group; (vii) chronic absenteeism; or (viii) substance abuse, illegal drug use or habitual insobriety. Notwithstanding “Without Cause” shall mean a termination by 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 Company of the CEO or, in his absence, Employee’s employment during the Board of Directors; and (ii) regardless of whether the Executive is able to cure Employment Period for any Default, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for reason or under any circumstances other than a termination based upon Cause, (y) an opportunity for the Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his death or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionDisability.

Cause. For purposes of this Agreement, “Cause" ” shall mean that one or more of the Executive's following has occurred: (i) conviction, or entry the Employee is convicted of a felony or pleads guilty plea or nolo contendere to a plea of nolo contendre felony (whether or not with respect to, a felony, a crime of moral turpitude to the Company or any crime committed against the Company, of its affiliates); (ii) engagement a failure of the Employee to substantially perform her responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Board identifying the failure in willful reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iii) the failure of the Employee to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iv) the Employee engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with this clause (iv), against the performance Company or any of his duties under this Agreementits affiliates; (iiiv) failure to adhere to a material violation or willful breach by the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect Employee of any of the provisions policies or procedures of Paragraph 7 the Company, including, without any limitation, any employee manual, handbook or code of this Agreement resulting conduct of the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the violation or breach in material reasonable detail and demonstrable economic injury granting the Employee an opportunity to MFAcure such violation or breach within such 10 day period; (vvi) chronic the Employee fails to meet any material obligation the Employee may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (vii) the Employee’s failure to maintain any required applicable license, permit or persistent substance abuse that materially and adversely affects his performance card required by the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of his duties under this Agreementsuch license, permit or card); 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, (iviii) the Executive Employee’s breach of any non-compete, non-solicit, confidentiality or other restrictive covenant to which the Employee may be subject, pursuant to an employment agreement or otherwise, except for an alleged event under Paragraph 5(d)(vi), under which the Company shall be given have 10 days following 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionEmployee.

Cause. Employer may terminate the Employment Term for "Cause," based on objective factors determined in good faith by a majority of the Board as set forth in a Notice of Termination to Executive specifying the reasons for termination and the failure of the Executive to cure the same within ten (10) days after Employer shall have given the Notice of Termination; PROVIDED, HOWEVER, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then the ten (10) day period shall not apply and the Employment Term shall terminate on the date that the Notice of Termination is given. For purposes of this Agreement, "Cause" shall mean the Executive's (i) convictionExecutive's conviction of, guilty or no contest plea to, or entry confession of a guilty plea or a plea of nolo contendre with respect toguilt of, a felony, a felony or other crime of involving moral turpitude or any crime committed against the Company, turpitude; (ii) engagement an act or omission by Executive in willful connection with his employment that constitutes fraud, criminal misconduct, willful or breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or fraud, embezzlement other conduct that is materially harmful or misappropriation relating detrimental to significant amounts, in each case in connection with the performance Employer; (iii) a material breach by Executive of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach a continuing or other material failure by Executive to perform such duties as are assigned to Executive by Employer in any material respect of any of the provisions of Paragraph 7 of accordance with this Agreement Agreement, other than a failure resulting in material and demonstrable economic injury to MFAfrom a Disability; (v) chronic Executive's knowingly taking any action on behalf of Employer or persistent substance abuse that materially and adversely affects his performance any of his duties under this Agreementits affiliates without appropriate authority to take such action; or (vi) breach Executive's knowingly taking any action in conflict of interest with Employer or any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, its affiliates given Executive's position with Employer; and/or (ivii) the commission of an act of personal dishonesty by Executive shall be given written notice of any action or failure to act in connection with Employer 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensioninvolves personal profit.

Cause. “Cause" shall mean ” means the Executive's Participant’s: (i) convictionengaging in any act that constitutes serious misconduct, theft, fraud, material misrepresentation, serious dereliction of fiduciary obligations or entry duty of loyalty to the Corporation or a Subsidiary; (ii) conviction of a guilty plea felony, or a plea of guilty or nolo contendre with respect to, contendere to a felony, a crime of felony charge or any criminal act involving moral turpitude or which in the reasonable opinion of the Board brings you, the Board, the Corporation or any crime committed against the Company, (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 Agreementaffiliate into disrepute; (iii) neglect of or negligent performance of your employment duties; (iv) willful, unauthorized disclosure of material confidential information belonging to the Corporation or a Subsidiary, or entrusted to the Corporation or a Subsidiary by a client, customer, or other third party; (v) repeatedly being under the influence of drugs or alcohol (other than prescription medicine or other medically related drugs to the extent that they are taken in accordance with their directions) during the performance of the Participant’s employment duties or, while under the influence of such drugs or alcohol, engaging in grossly inappropriate conduct during the performance of the Participant’s employment duties; (vi) repeated failure to adhere to comply with the lawful directions of the CEO and/or the Board of Directors Participant’s superior that are reasonably consistent not inconsistent with his duties and position provided for hereinthe terms of the Participant’s employment; (ivvii) breach in any material respect of any of failure to comply with the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic Corporation’s or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreementa Subsidiary’s written policies or rules; or (viii) actual engagement in conduct that violates applicable state or federal laws governing the workplace that could reasonably be expected to bring the Corporation or any affiliate into disrepute. In order for the Corporation or a Subsidiary to terminate the Participant’s employment for Cause under any of clauses (iii), (v), (vi) breach or (vii) in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding preceding sentence, the foregoing, (i) Corporation or a Subsidiary must provide the Executive shall be given Participant with written notice of any action its intention to terminate employment for Cause and describing the acts or failure to act that omissions upon which such termination for Cause is alleged to constitute Cause (a "Default")based, and an opportunity for 20 business days the Participant will be provided a 30-day period from the date of such notice in within which to cure or correct such Default, such period to be subject to extension in the discretion acts or omissions if they are reasonably susceptible of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensioncorrection.

Cause. Cause" shall mean The Company may terminate this Agreement, at any time, for “cause”. For purposes of the Executive's Agreement, Employee’s employment may be terminated for “cause” if: (ia) convictionhe engages in gross misconduct, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against dishonesty (which in either case results in material harm to the Company, (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); (iiib) failure materially fails to adhere to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of perform or observe any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic terms 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 (c) fails to carry out reasonable directives of the Chief Executive Officer of the Company or the Board in material accordance with Section 1.2; or (d) is convicted of a felony or is involved in substance abuse; provided, however, that “cause” shall not include bad judgment or any act or omission reasonably believed by Employee in good faith to have been in or not opposed to the best interests of the Company, and demonstrable economic injury to MFA. Notwithstanding the foregoingprovided further, (i) the Executive however, that in any event, Employee shall be given written notice by the Board that the Company intends to terminate Employee’s employment for cause, which written notice shall specify the act or acts on the basis of any action or failure which the Company intends so to act that is alleged to constitute Cause (a "Default")terminate Employee’s employment, and an opportunity for 20 business Employee shall then be given the opportunity, within fifteen (15) days from the date of his receipt of such notice, to have a meeting with the Board to discuss such act or acts. If the basis of such written notice is an act or acts other than an act or acts described in clause (d) of the preceding sentence, Employee will be given seven (7) days after such meeting within which to cease or correct the performance (or nonperformance) or to cure the harm giving rise to such Defaultwritten notice and, upon failure of Employee within such seven (7) day period to be subject to extension in cease or correct same, Employee’s employment by the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive Company shall not be deemed to have been terminated automatically terminate hereunder for Cause without (x) reasonable prior written notice cause. If Employee ceases or cures to the 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 CEO or, in his absence, satisfaction of the Board of Directors, the Employee’s employment agreement shall continue in accordance with the terms hereof. Upon any such termination or removal, Employee shall be entitled to receive Base Salary under Section 1.4, incentive compensation under Section 1.6 and all other benefits and compensation as described herein for a period of twelve (z12) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionmonths thereafter.

Cause. Subject to Executive’s failure to cure a breach in the manner and time described below, the Company may terminate Executive’s employment for Cause immediately. As used in this Agreement, the term “for Cause" ” shall mean be limited to a termination for the following acts by Executive's : (i) conviction, misappropriation or entry embezzlement of a guilty plea the funds or a plea property of nolo contendre with respect to, a felony, a crime of moral turpitude the Company or any crime committed against subsidiary, falsification of any Company or subsidiary documents or records or any unauthorized attempt by the Company, Executive to take any business or business opportunities of the Company or any subsidiary for his or her own personal gain; (ii) engagement Executive’s failure or inability to perform any material duties contemplated by this Agreement for a period of thirty (30) days, except in willful misconduct, willful the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance event of his duties under this AgreementExecutive’s death; (iii) failure to adhere to the lawful directions grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s performance of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinduties; (iv) breach in any material respect breach by Executive of any of the provisions of Paragraph 7 of agreement (including this Agreement resulting or the Confidentiality Agreement (as defined in material Section 11)) between Executive and demonstrable economic injury to MFAthe Company; (v) chronic Executive’s conviction (including any plea of guilty or persistent substance abuse nolo contendere) of any felony, any misdemeanor involving dishonesty or fraud, or any other criminal act that materially and adversely affects impairs or could impair Executive’s ability to perform his performance of his duties under this Agreementor her duties; or (vi) breach the Executive’s material violation of Company policies, including, without limitation, policies on prohibition of unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a doctor. The determination of Cause shall be made by HemaCare’s President and CEO in her reasonable discretion. Anything herein to the contrary notwithstanding, as to any material respect termination based upon clause (iii) above, the Company shall give the Executive written notice prior to terminating this Agreement of the terms Executive’s employment, setting forth a general description of the grounds for termination and provisions of this Agreement resulting in material and demonstrable economic injury the conduct required to MFAcure such grounds for termination. Notwithstanding the foregoing, (i) the The Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause have thirty (a "Default"), and an opportunity for 20 business 30) days from the date receipt of such notice in within which to cure any such Default, such period grounds for termination to be subject to extension in the discretion satisfaction of the CEO orCompany, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive which shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the 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 determined by the CEO or, Company in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensiondiscretion.

Cause. For purposes of this Agreement, “Cause" ” shall mean a good faith determination by the Executive's Board (after providing the Executive with reasonable notice and an reasonable opportunity to be heard in person on the matter) that any of the following has occurred: (i) convictionthe Executive’s material or habitual failure to follow the reasonable and lawful directions of any superior officer of the Company, provided the direction(s) is not materially inconsistent with the duties or responsibilities of the Executive’s position, or a material or habitual failure to perform Executive’s duties with the Company (other than any such failure resulting from the Executive’s Disability) which failure is not cured within ten (10) days after a written demand for performance is delivered to the Executive by the Company which specifically identifies the manner in which the Company believes that the Executive has materially or habitually failed to perform the Executive’s duties; (ii) the Executive’s indictment for, conviction of, or entry of a guilty plea or a plea of guilty or nolo contendre contendere or no contest with respect to, a : (a) any felony, a crime of or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or any nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime committed against or lesser offense is connected with the business of the Company, or (iib) engagement any crime connected with the business of the Company; (iii) the Executive’s engaging in willful misconduct, willful any gross negligence or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case misconduct in connection with the performance of his Executive’s duties under this Agreement; (iii) failure hereunder, which is, or is likely to adhere be, materially injurious to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinCompany, its financial condition, or its reputation; (iv) breach the Executive’s commission of or engagement in any act of fraud, misappropriation, material respect dishonesty, or embezzlement, whether or not such act was committed in connection with the business of the Company; (v) the Executive’s breach of fiduciary duty, breach of any of the covenants set forth in Sections 6(a)(2) or 6(a)(3) of this Agreement, or material breach of any other provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 the Executive’s violation of the terms and provisions Company’s policy against harassment or its equal employment opportunity policy, a material violation of this Agreement resulting in the Company’s code of business conduct or a material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice violation of any action other policy 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 procedure of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCompany.

Cause. The Executive's employment may be terminated by the Company for Cause. For purposes of this Agreement, the Company will have "Cause" shall mean to terminate the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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, employment upon: (i) the Executive shall be given written notice Executive's indictment for any crime involving monies or other property or any felony, crime or any offense of any action moral turpitude, or his commission of fraud, embezzlement, theft, dishonesty, willful misconduct or deliberate injury to the Company or its subsidiaries; (ii) the Executive's intentional or grossly negligent refusal or failure to act that is alleged to constitute Cause perform his duties or carry out written directions of the Company's chief executive officer or Board, which refusal or failure remains uncured or continues more than thirty (a "Default"), and an opportunity for 20 business 30) days after written notice from the date of such notice Company specifying in which to cure such Default, such period to be subject to extension in reasonable detail the discretion nature of the CEO orbreach, in or recurs within such period; (iii) the Executive's breach of any of his absencefiduciary duties to Newco or the Company or making of a willful misrepresentation or omission, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not which breach or misrepresentation or omission might reasonably be deemed expected to have been terminated for Cause without a material adverse effect on Newco's or the Company's business and which remains uncured or continues more than thirty (x30) reasonable prior days after written notice to from the Executive setting forth Company specifying in reasonable detail the reasons for nature of the decision to terminate the Executive for Causebreach or misrepresentation or omission, or recurs within such period; (yiv) an opportunity for the Executive's breach of any material provision of this Agreement, together with his counselwhich breach, to be heard if curable, remains uncured or continues more than thirty (30) days after written notice from the Company specifying in reasonable detail the nature of the breach, or recurs within such period; or (v) any misappropriation by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his funds or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks property of the date Company or any affiliate of suspensionthe Company. Any termination for "Cause" will not be in limitation of any other right or remedy the Company or Newco may have under this Agreement or otherwise.

Cause. Notwithstanding any other provisions of this Agreement, Bank and/or Corporation may terminate Executive’s employment hereunder for “Cause" .” As used in this Agreement, Bank and/or Corporation shall mean the have Cause to terminate Executive's ’s employment hereunder upon: (i) convictionthe willful failure by Executive to substantially perform his duties hereunder (other than a failure resulting from Executive’s incapacity because of physical or mental illness, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, as provided in Section 12(b) hereof); (ii) engagement the willful engaging by Executive in misconduct injurious to Corporation or Bank; (iii) the willful misconductviolation by Executive of the provisions of Sections 3, willful 8, 9 or 11 hereof; (iv) the dishonesty or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, negligence of Executive in each case in connection with the performance of his duties under this Agreementduties; (iiiv) the breach of Executive’s fiduciary duty involving personal profit; (vi) the violation of any law, rule or regulation governing banks or bank officers or any final cease and desist order issued by a bank regulatory authority; (vii) conduct on the part of Executive which brings public discredit to Corporation or Bank; (viii) unlawful discrimination by Executive, including harassment against Corporation’s or Bank’s employees, customers, business associates, contractors or visitors; (ix) theft or abuse by Executive of Corporation’s or Bank’s property or the property of Corporation’s or Bank’s customers, employees, contractors, vendors or business associates; (x) failure of Executive to adhere to follow the good faith lawful directions instructions of the CEO and/or the Board of Directors that are reasonably consistent of Corporation or Bank with his duties respect to its operations and a failure to cure such violation within five (5) working days of notice from the Board of Directors of such failure; (xi) the direction or recommendation of a state or federal bank regulatory authority to remove Executive’s position provided for with Corporation and/or Bank as identified herein; (ivxii) breach any final removal or prohibition order to which Executive is subject, by a federal banking agency pursuant to Section 8(e) or Section 8(g) of the Federal Deposit Insurance Act, or a state banking agency pursuant to Pennsylvania Law; (xiii) Executive’s conviction of or plea of guilty or nolo contendere to a felony, crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive; (xiv) any act of fraud, misappropriation or personal dishonesty; (xv) insubordination; (xvi) misrepresentation of a material fact, or omission of information necessary to make the information supplied not materially misleading, in an application or other information provided by Executive to Bank or Corporation or any representative of Bank or Corporation in connection with Executive’s employment with Bank or Corporation; (xvii) the existence of any material respect conflict between the interests of any Corporation and Executive that is not disclosed in writing by Executive to Bank or Corporation and approved in writing by the Board of the provisions Directors of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic Bank or persistent substance abuse that materially and adversely affects his performance of his duties under this AgreementCorporation; or (vixviii) 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 an action by 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 or, in his absence, 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 clearly contrary to the 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 CEO or, in his absence, the Board best interests of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his Bank or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCorporation.

Cause. The Company may terminate Executive's employment for "Cause," effective as of the date of the Notice of Termination (as defined in Section 6 below) and as evidenced by a resolution adopted in good faith by a majority of the independent members of the Board, subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. "Cause" shall mean mean, for purposes of this agreement: (A) an act of fraud or embezzlement against the Company or any affiliate thereof or an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, in each case which is willful and results in material damage to the Company; (B) after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), any material, willful and knowing violation by Executive of any of his fiduciary duties to the Company or of the Company's (i) convictionwritten corporate code of conduct as in effect on the date hereof, which has, or entry was intended to have, a material adverse impact on the Company; (C) self-dealing with respect to the Company's assets, properties or business opportunities which in any case is intended to result in the substantial personal enrichment of a guilty plea Executive (or another person or entity related to Executive) at the expense of the Company; (D) conviction (or a plea of nolo contendre contendere to) a felony (other than traffic-related offenses or as a result of vicarious liability); (E) willful misconduct as an employee of the Company that results in material damage to the Company or its reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive); or (F) willful failure, after written notice from the Company specifying the details of such failure, to attempt to (x) perform Executive's duties in accordance with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful or gross negligenceSection 2 hereof, or fraud(y) follow the legal and reasonable written directions of the Board, embezzlement or misappropriation relating which failure amounts to significant amounts, gross neglect in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions Company. No action or inaction shall be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not being adverse to the best interests of the CEO and/or Company. Reference in this paragraph to the Board of Directors that are reasonably consistent with his duties Company shall also include direct and position provided for herein; (iv) breach in any material respect of any indirect subsidiaries of the provisions of Paragraph 7 of this Agreement resulting in Company, and materiality and material and demonstrable economic injury to MFA; (v) 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 adverse impact shall be given written notice of any measured based on the action or failure to act that is alleged to constitute Cause (inaction and the impact upon the Company taken as a "Default")whole. The Company may suspend, 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 or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Defaultwith pay, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons upon Executive's indictment for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive commission of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct felony as described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA under clause (D) above. Such suspension may suspend the Executive with pay remain effective until such time as his right to appear before the CEO indictment is either dismissed or the Board a verdict of Directors, as the case may be, not guilty has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionentered.

Cause. Termination of the Executive's employment for "Cause" shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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, termination because (i) the Executive shall be given intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or the Bank resulting in his conviction of a felony; (ii) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iii) the Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of any action services for the Corporation or the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Corporation or the Bank. For purposes of this section, no act or failure to act that on the part of the Executive shall be considered "willful" unless it is alleged to constitute Cause (a "Default")done, and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period or omitted to be subject to extension done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the discretion best interests of the CEO orCorporation or the Bank. Any act, in his absenceor failure to act, based upon authority given pursuant to a resolution duly adopted by the Board Boards or based upon the written advice of Directors; and (ii) regardless of whether counsel for the Corporation or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive is able to cure any Default, in good faith and in the best interests of the Corporation or the Bank. The cessation of employment by the Executive shall not be deemed to be for "cause" within the meaning of this section unless and until there shall have been terminated for Cause without (x) reasonable prior written notice delivered to the Executive setting forth a copy of a resolution duly adopted by the reasons affirmative vote of three-fourths of the non-employee members of the Boards at a meeting of the Boards called and held for the decision such purpose (after reasonable notice is provided to terminate the Executive for Cause, (y) and the Executive is given an opportunity for the Executiveopportunity, together with his counsel, to be heard by before the CEO orBoards), finding that, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that of the Boards, the Executive has engaged in actions or is guilty of the conduct described in the preceding sentencethis section, which notice specifies and specifying the particulars of such action or conduct thereof in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. Cause" Upon written notice from the Bank to Executive for “cause.” For purposes of this Agreement, “cause” shall mean the Executive's be (i) convictiona willful and continued failure by Executive to perform his duties as provided in Section 1 above (other than due to disability); or (ii) a breach by Executive of his duties of loyalty, care or entry good faith to the Bank or the Company; or (iii) a willful violation by Executive of any provision of this Agreement; or (iv) a guilty plea conviction or the entering of a plea of nolo contendre with respect to, a felony, a crime of moral turpitude contendere or similar plea by Executive for any felony or any crime committed against involving fraud, dishonesty or a breach of trust; or (v) a breach of the Bank’s Code of Ethics or other policies, or (vi) commission by Executive of a willful or negligent act which causes material harm to the Bank or the Company; or (vii) habitual absenteeism, alcoholism or other form of drug or other addiction; or (iiviii) engagement in willful misconduct, willful any violation of laws or gross negligence, regulations such that Executive ceases to be eligible to serve as an executive officer of a depository institution or fraud, embezzlement a depository institution holding company; or misappropriation relating (ix) Executive becomes ineligible to significant amounts, in each case in connection be bonded at costs consistent with the Bank’s and/or the Company’s other senior officers; or (x) a claim is made against Executive that interferes with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with hereunder. In addition, if Executive shall terminate his duties and position provided employment for herein; (iv) a breach in any material respect of any of the provisions of Paragraph 7 or an alleged breach of this Agreement resulting by the Bank and/or the Company in material and demonstrable economic injury to MFA; (v) 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"accordance with Section 4(e), and an opportunity it is ultimately determined that no reasonable basis existed for 20 business days from Executive’s termination on account of the date alleged default of such notice in which to cure such Defaultthe Bank and/or the Company, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive event shall not be deemed to have been terminated be for Cause without (x) reasonable prior written notice to the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a “cause” pursuant hereto. Any notice of termination approved by said CEO orof Executive’s employment with the Bank for cause shall set forth, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail, the facts and circumstances claimed to provide the basis for termination of his employment under the provisions contained herein; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.or

Cause. The Company may, in its sole and absolute discretion, terminate the employment of Employee hereunder immediately upon after delivery of written notice to Employee, or at such later time as the Company may specify in such notice, for "Cause." As used in this Agreement "Cause" shall mean the Executive's (i) convictionincludes, or entry of a guilty plea or a plea of nolo contendre with respect but is not limited to, a felony, a crime the following: (1) Employee's willful and material breach of moral turpitude or any crime committed against the Company, (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; (iii2) failure Employee's gross negligence in the performance, or intentional nonperformance, (continuing for ten (10) days after receipt of written notice of need to adhere to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (ivcure) breach in any material respect of any of Employee's material duties and responsibilities hereunder; (3) Employee's willful dishonesty or fraud, whether or not with respect to the provisions business or affairs of Paragraph 7 the Company, which affects the operations, property or reputation of this Agreement resulting in material and demonstrable economic the Company; (4) Employee's conviction of a felony crime; (5) chronic alcohol or illegal drug abuse by Employee; (6) Employee's willful injury to MFA; (v) chronic any independent contractor, employee or persistent substance abuse that materially and adversely affects his agent of the Company, or to any other person in the course of Employee's performance of his duties under this Agreementservices for the Company; or (vi7) breach in If Employee sexually harasses any material respect employee, agent or contractor of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingCompany or commits any act which otherwise creates an offensive work environment for employees, (i) the Executive shall be given written notice of any action agents 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 contractors of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive Company. The Company shall not be deemed limited to have been termination as a remedy for any damaging, injurious, improper or illegal act by Employee, but may also seek damages, injunction, or such other remedy as the Company may deem appropriate under the circumstances. If Employee's employment is terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for Employee agrees to vacate the Executive, together with his counsel, Company's offices on or before the effective date of the termination and to be heard by the CEO or, in his absence, the Board of Directors, return and (z) delivery deliver to the Executive Company at such time all Company property. In the event of a notice of termination approved by said CEO orfor Cause, in his absenceas enumerated above, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his Employee shall have no right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionany severance compensation.

Cause. For purposes of this Agreement, “Cause" ” shall mean that one or more of the Executive's following has occurred: (i) conviction, or entry the Employee is convicted of a felony or pleads guilty plea or nolo contendere to a plea of nolo contendre felony (whether or not with respect to, a felony, a crime of moral turpitude to the Company or any crime committed against the Company, of its affiliates); (ii) engagement a failure of the Employee to substantially perform his responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Board identifying the failure in willful reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iii) the failure of the Employee to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iv) the Employee engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with this clause (iv), against the performance Company or any of his duties under this Agreementits affiliates; (iiiv) failure to adhere to a material violation or willful breach by the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect Employee of any of the provisions policies or procedures of Paragraph 7 the Company, including, without any limitation, any employee manual, handbook or code of this Agreement resulting conduct of the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the violation or breach in material reasonable detail and demonstrable economic injury granting the Employee an opportunity to MFAcure such violation or breach within such 10 day period; (vvi) chronic the Employee fails to meet any material obligation the Employee may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (vii) the Employee’s failure to maintain any required applicable license, permit or persistent substance abuse that materially and adversely affects his performance card required by the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of his duties under this Agreementsuch license, permit or card); 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, (iviii) the Executive shall be given written notice Employee’s breach of any action non-compete, non-solicit, confidentiality or failure other restrictive covenant to act that is alleged which the Employee may be subject, pursuant 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his employment agreement or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionotherwise.

Cause. Notwithstanding the terms of this Agreement, the Company may discharge Executive and terminate this Agreement for cause (“Cause" shall mean ”) in the Executive's event (i) convictionof Executive’s willful and repeated refusal, to materially perform her duties hereunder with reasonable diligence, or entry to follow a lawful directive of the Board commensurate with the Executive’s position, in each such case, after specific written notice and a guilty plea reasonable opportunity to cure (other than a failure or a plea refusal resulting from Executive’s incapacity), (ii) Executive’s commission of nolo contendre with respect toan act involving fraud, a felonyembezzlement, a crime or theft against the property or personnel of moral turpitude or any crime committed against the Company, (iiiii) Executive’s engagement in willful misconductgross reckless conduct that the Company in good faith reasonably determines will have a material adverse affect on the reputation, willful business, assets, properties, results of operations 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 financial condition of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; Company, (iv) breach Executive shall be convicted of a felony or shall plead nolo contendere in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; thereof, or (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (vi) breach Executive engages in any material respect other criminal conduct or act of moral turpitude that is injurious to the terms Company. As used in this section, the Company includes the Company’s subsidiaries and provisions of affiliates. In the event Executive is discharged pursuant to this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingSection 8(a), (i) Executive’s Base Salary, Bonus Compensation, participation in the Executive Incentive Plan and all benefits under Section 4 hereof shall be given written notice terminate immediately upon such discharge (subject to applicable law, such as pursuant to the applicable provisions of any action or failure to act that is alleged to constitute Cause the Consolidated Omnibus Budget Reconciliation Act (a "Default"“COBRA”), 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 or, in his absence, the Board of Directors; and (ii) regardless of whether the Company shall have no further obligations to Executive is able except for payment and reimbursement to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, any monies due to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO payment or the Board of Directors, as the case may be, has been exercised, so long as reimbursement accrued prior to such appearance is within two (2) weeks of the date of suspensiondischarge.

Cause. The Company may terminate Executive’s employment during the Employment Period either with or without Cause" . For purposes of this Agreement, “Cause” shall mean the Executive's (i) conviction, Executive’s continued intentional failure or entry refusal to materially abide by the terms and conditions of this Agreement or perform substantially Executive’s assigned duties (other than as a guilty plea result of total or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude partial mental or any crime committed against the Company, physical incapacity); (ii) Executive’s engagement in willful misconduct, willful or gross negligenceincluding without limitation, or fraud, embezzlement embezzlement, theft or misappropriation relating to significant amountsdishonesty, in each case in connection the course of Executive’s employment with the performance of his duties under this Agreement; Company; (iii) failure Executive’s conviction of, or plea of guilty or nolo contendere to adhere a felony or a crime (other than a felony) that involves moral turpitude or a breach of trust or fiduciary duty owed to the lawful directions Company or any of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; its affiliates; (iv) a material breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting restrictive covenants in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (viv) a material breach in any material respect of the terms and provisions Company’s Code of this Agreement resulting Conduct or another policy of the Company applicable to Executive, that does, or could reasonably be expected to, result in material and demonstrable economic injury harm to MFA. Notwithstanding the foregoingCompany, (i) the Executive shall be given written notice of any action including reputational harm; provided that no act or failure to act act, on the part of Executive, will be considered “willful” or “intentional” 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 and its affiliates or if done based on the direction of the Board or on advice of counsel to the Company. If an action or omission constituting Cause is alleged to constitute Cause curable, Executive may be terminated under such clauses only if Executive has not cured such action or omission within thirty (a "Default"), and an opportunity for 20 business 30) days following written notice thereof from the date of such notice in which to cure such DefaultCompany. Further, such period to be subject to extension in the discretion of the CEO or, in his absence, 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 be discharged for Cause without unless and until there is delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority (xor 75% if such higher threshold is applicable pursuant to Section 3(e)) of the entire membership of the Board, at a meeting called and duly held for such purpose (after reasonable prior written notice is provided to the Executive setting forth the reasons for the decision to terminate the and Executive for Cause, (y) is given an opportunity for the Executiveopportunity, together with his counselcounsel for Executive, to be heard by before the CEO orBoard), finding in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that Executive is guilty of the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies set forth above and specifying the particulars of such action or conduct thereof in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. The term “Cause" ” shall mean shall mean that the Executive's (i) convictionBoard, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against acting in good faith based upon the information then known to the Company, determines that Executive has (iiA) engagement engaged in or committed willful misconduct; (B) engaged in or committed theft, fraud or other illegal conduct; (C) refused or demonstrated an unwillingness to substantially perform the Executive’s duties for a 30-day period after written demand for substantial performance that refers to this definition and is delivered by the Company or Apria that specifically identifies the manner in which the Company believes Executive has not substantially performed the Executive’s duties; (D) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or investigation by the Company or its Subsidiaries or provide testimony therein (other than such failure resulting from Executive’s disability); (E) engaged in or committed insubordination; (F) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or gross negligence, business of the Company or fraud, embezzlement its Subsidiaries; (G) willfully violated the Executive’s fiduciary duty or misappropriation relating the Executive’s duty of loyalty to significant amounts, the Company or its Subsidiaries or the Code of Ethical Business Conduct of the Company or its Subsidiaries in each case any material respect; (H) used alcohol or drugs (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) in connection a manner which materially and repeatedly interferes with the performance of his the Executive’s duties under this Agreement; (iii) failure to adhere to hereunder or which has the lawful directions effect of materially injuring the reputation or business of the CEO and/or the Board Company or its Subsidiaries; or (I) engaged in or committed a material breach of Directors that are reasonably consistent with his duties and position provided for herein; this Agreement (iv) breach in including any material respect of any beach of the provisions of Paragraph 7 Appendix A) for a 30-day period after written notification is delivered by the Company that specifically refers to this definition and identifies the manner in which the Company believes Executive has materially breached this Agreement or any other employment agreement. For purposes of the foregoing sentence of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 foregoingparagraph, (i) the Executive shall be given written notice of any action no act, or failure to act that is alleged to constitute Cause (a "Default")act, and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period on Executive’s part shall be considered willful unless done or omitted to be subject to extension done, by him not in good faith or without reasonable belief that his action or omission was in the discretion best interest of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCompany.

Cause. The Company may terminate Executive’s employment for “Cause" ” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. “Cause” shall mean mean, for purposes of this Agreement: (a) the continued failure by Executive to use good faith efforts in the performance of Executive's ’s duties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (b) the criminal felony indictment of Executive by a court of competent jurisdiction; (c) the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or otherwise) to the Company or its affiliates; such harm may be caused by, without limitation, (i) conviction, the unauthorized disclosure of material secret or entry Confidential Information (as defined in Section 10(d) below) of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude the Company or any crime committed against the Companyof its affiliates, (ii) engagement in willful misconduct, willful the debarment of the Company or gross negligenceany of its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, 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 the registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to adhere be revoked; (d) the debarment of Executive by the FDA; (e) the continued material breach by Executive of this Agreement, or (f) Executive makes, or is found to have made, a certification relating to the lawful directions of the CEO and/or the Board of Directors Company’s financial statements and public filings that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury is known to MFA; (v) 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 Executive to MFAbe false. Notwithstanding the foregoing, prior to having “Cause” for Executive’s termination (iother than as described in clauses (b) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause and (a "Default"d) above), and an opportunity the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for 20 business Cause within ninety (90) calendar days from of the date Company’s actual knowledge of such notice in which conduct, events or circumstances, and Executive must have failed to cure such Default, conduct (if curable) within thirty (30) days after such period demand. References to be subject to extension the Company in the discretion subsections (a) through (f) of this paragraph shall also include affiliates of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCompany.

Cause. Termination of the Executive’s employment for “Cause" ” shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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, termination because (i) the Executive shall be given intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or the Bank resulting in his conviction of a felony; (ii) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iii) the Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of any action services for the Corporation or the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Corporation or the Bank. For purposes of this section, no act or failure to act that on the part of the Executive shall be considered “willful” unless it is alleged to constitute Cause (a "Default")done, and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period or omitted to be subject to extension done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the discretion best interests of the CEO orCorporation or the Bank. Any act, in his absenceor failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors; and Directors of the Corporation or the Bank (iithe “Boards”) regardless or based upon the written advice of whether counsel for the Corporation or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive is able to cure any Default, in good faith and in the best interests of the Corporation or the Bank. The cessation of employment by the Executive shall not be deemed to be for “cause” within the meaning of this section unless and until there shall have been terminated for Cause without (x) reasonable prior written notice delivered to the Executive setting forth a copy of a resolution duly adopted by the reasons affirmative vote of three-fourths of the non-employee members of the Boards at a meeting of the Boards called and held for the decision such purpose (after reasonable notice is provided to terminate the Executive for Cause, (y) and the Executive is given an opportunity for the Executiveopportunity, together with his counsel, to be heard by before the CEO orBoards), finding that, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that of the Boards, the Executive has engaged in actions or is guilty of the conduct described in the preceding sentencethis section, which notice specifies and specifying the particulars of such action or conduct thereof in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause" ” shall mean the Executive's Employee’s (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful misconduct or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, negligence in each case in connection with the performance of his duties under this Agreementhereunder or substantial failure or willful refusal to perform duties reasonably assigned by the CEO, CFO, COO or the Board; (ii) commission of any fraud, embezzlement or theft, any act of material dishonesty that is injurious to the Company, or any deliberate misappropriation of money or other assets of the Company; (iii) failure material breach of any term of this Agreement or any agreement governing any of the equity compensation referred to adhere in Section 3 of this Agreement (the “Equity Compensation”), or material breach of his fiduciary duties to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinCompany; (iv) breach any willful act, or failure to act, in any material respect of any bad faith to the detriment of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFACompany; (v) chronic willful failure to cooperate in good faith with a governmental or persistent substance abuse that materially internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; and adversely affects his performance of his duties under this Agreement; or (vi) breach conviction of, or plea of nolo contendere to, a felony or any serious crime (other than vehicular misdemeanors punishable solely by fine); provided that in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any material respect reason other than by the Company for Cause, it is determined in good faith by the Board that, based on facts not actually known by the CEO or Board at the time of Employee’s termination, Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 4(c), Employee’s employment shall, at the election of the terms and provisions of this Agreement resulting Board at any time up to six months after learning such facts, but in material and demonstrable economic injury to MFA. Notwithstanding no event more than two years after 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 occurrence of such notice in which to cure such Defaultfacts, such period to be subject to extension in the discretion of the CEO or, in his absence, 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 retroactively to the Executive setting forth date the reasons for the decision events giving rise to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCause occurred.

Cause. Cause" shall mean The Company may terminate the Executive's employment for "Cause", effective as of the date of the Notice of Termination (ias defined in Section 6 below) convictionand as evidenced by a resolution adopted in good faith by two-thirds (2/3) of the entire Board, subject to the payment by the Company to the Executive of the benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because the Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, or entry (B) a knowing and willful unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, which disclosure results in material damage to the Company, or (C) a guilty plea breach of one or more of the following duties to the Company which continues after written notice thereof specifying the particular events or conditions which constitute the alleged breach and the specific cure requested by the Company and a reasonable opportunity to cure: (1) the duty not to take actions which would reasonably be viewed by the Company as placing the Executive's interest in a position adverse to the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company's assets, properties or business opportunities; or (D) been convicted (or entered a plea of nolo contendre with respect to, contendere) for the commission of (1) a felony, felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (E) engaged in intentional misconduct as an employee of moral turpitude or any crime committed against the Company, which misconduct or violation results in material damage to the Company or its reputation and continues after written notice thereof specifying the particular events or conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (iiif such misconduct is susceptible to cure by the Executive), including, but not limited to (1) engagement in willful misconduct, willful or gross negligenceintentional violations by the Executive of written policies of the Company, or fraudspecific directions of the Board, embezzlement which policies or misappropriation relating directives are not illegal (or do not involve illegal conduct) and do not require the Executive to significant amountsviolate reasonable business ethical standards, or (2) intentional violations of the Company's code of corporate conduct; or (F) failed, after written notice from the Company to render services to the Company in each case accordance with this Agreement or the Executive's position and responsibilities with the Company in connection with a manner that amounts to gross neglect in the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions Company. The Company may suspend the Executive, without pay, upon the Executive's indictment for the commission of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv1) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; a felony or (vi2) breach in any material respect a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingnot guilty has been entered, (i) at which time 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 reinstated with the date of Company. Upon such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Defaultreinstatement, the Executive shall not be deemed entitled to have been terminated for Cause without (x) reasonable prior written notice payment by the Company of all Base Salary to which the Executive setting forth would have otherwise been entitled to during 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars period of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. Cause" shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 Immediately upon 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery Company to the Executive of a notice termination for Cause. “Cause” shall mean (i) the Executive’s conviction or plea of termination approved guilty or nolo contendere to a felony or any crime involving moral turpitude; (ii) a willful act of theft, embezzlement or misappropriation from the Company; (iii) sexual misconduct; or (iv) a determination by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged willfully and continuously failed to perform substantially the Executive’s duties (other than any such failure resulting from the Executive’s Disability or incapacity due to bodily injury or physical or mental illness), has willfully failed to follow a reasonable and lawful directive of the Board, or otherwise has materially breached this Agreement or any Company policy applicable to the Executive, after (A) a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in actions which the Board believes that the Executive has not substantially performed the Executive’s duties, failed to follow a directive of the Board, or conduct described in has materially breached this Agreement or any material Company policy applicable to the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend Executive and provides the Executive with pay until the opportunity to correct such time as his right failure or breach if, and only if, such failure or breach is capable of cure, and (B) the Executive’s failure to appear before correct such failure or breach which is capable of cure within thirty (30) days of receipt of the CEO demand for performance or correction. For the avoidance of doubt, the parties expressly agree that only Cause pursuant to Section 7(c)(iv) shall be deemed capable of cure. For purposes of Section 7(c)(iv), any act, or failure to act, by the Executive in accordance with a specific directive given by the Board or based upon the advice of Directors, as counsel for the case Company shall not be considered to have been a willful failure by the Executive. The Company may be, has been exercised, so long as such appearance only terminate the Executive’s employment for Cause if (A) a determination that Cause exists is within two (2) weeks made and approved by not less than two-thirds of the date then sitting members of suspensionthe Company’s Board (other than the Executive, if the Executive is then a member of the Board), (B) for a termination for Cause under Section 7(c)(iv), the Executive is given at least five (5) days’ written notice of the Board meeting called to make such determination, and (C) for a termination for Cause under Section 7(c)(iv), the Executive and his legal counsel are given the opportunity to address such meeting. In the event that the Board has so determined in good faith that Cause exists, the Board shall have no obligation to terminate the Executive’s employment if the Board determines in its sole discretion that such a decision not to terminate the Executive’s employment is in the best interest of the Company.

Cause. The Company may terminate the Executive’s employment at any time, with Cause" . For purposes of this Agreement, “Cause” shall mean the Executive's occurrence of any of the following: (i) convictionthe Executive’s failure (except where due to a disability contemplated by subsection (b) hereof), neglect or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Companyrefusal to perform his duties hereunder, (ii) engagement in willful misconductany breach of this Agreement by the Executive (or any grossly negligent, willful or gross negligence, intentional act of the Executive) that injures the reputation or fraud, embezzlement business of the Company or misappropriation relating to significant amounts, its affiliates in each case in connection with any material respect; (iii) material breach by the performance Executive of his duties obligations under this Agreement; (iiiiv) Executive’s gross negligence in the performance or intentional, material nonperformance (continuing for ten (10) days after receipt of written notice of need to cure) of any of Executive’s material duties and responsibilities hereunder; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (vi) the Executive’s indictment of, conviction of, or pleading of no contest to a felony or any misdemeanor involving fraud; (vii) the commission by the Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets; or (viii) chronic alcohol abuse or illegal drug use by Executive. Any act, or failure to adhere act, based upon authority given pursuant to the lawful directions of the CEO and/or a resolution duly adopted by the Board of Directors that are reasonably consistent with his duties 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 good faith and position provided for herein; in the best interests of the Company. Cause shall not exist pursuant to clause (i), (ii), (iii) or (iv) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material Section 6(c) unless the Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and demonstrable economic injury to MFA; (v) 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 MFAcorrective action reasonably sought by the Company. Notwithstanding the foregoing, (i) the Executive termination of the Executive’s employment for Cause 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 or, in his absence, 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 pursuant to the 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 CEO or, in his absence, action of the Board of Directors, and (z) delivery to taken in conformity with the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks Bylaws of the date Company. In the event of suspensionExecutive’s termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Cause. Holdings shall be entitled to terminate Executive's employment for "Cause" without prior written notice. For purposes of this Agreement, "Cause" shall mean the Executive's mean: (i) convictionwrongful misappropriation of Holdings' or any of its Subsidiaries' assets of a material value; (ii) alcoholism or drug addiction, any of which materially impairs the ability of Executive to perform his duties and responsibilities hereunder or is seriously injurious to the business of Holdings and its Subsidiaries; (iii) the conviction of, or entry of a guilty plea pleading "guilty" or a plea of nolo contendre with respect "no contest" to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach intentionally causing Holdings or any of its Subsidiaries to violate a material local state or federal law in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFArespect; (v) chronic gross negligence or persistent substance abuse that willful misconduct in the conduct or management of Holdings and its Subsidiaries not remedied within thirty (30) days after receipt of written notice from Holdings which materially affects Holdings or any of its Subsidiaries; (vi) willful refusal to comply with any significant, lawful and adversely affects his performance proper policy, directive or decision of his the Board in furtherance of a legitimate business purpose or willful refusal to perform the duties under this Agreementreasonably assigned to Executive by the Board consistent with Executive's functions, duties and responsibilities set forth in Section 2, in each case, in any material respect, and only if not remedied within thirty (30) days after receipt of written notice from Holdings; or (vivii) breach by Executive of this Agreement, in any material respect respect, not remedied within thirty (30) days after receipt of written notice from Holdings. In the terms and event of a termination "with Cause" pursuant to the provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, clauses (i) the through (vii) above, inclusive, Executive shall be given written notice of any action entitled to no severance or failure to act that is alleged to constitute Cause (a "Default"other termination benefits, except as provided in Section 9(a), 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. Cause" This Agreement may be terminated for cause at KTPA's option, at any time upon delivery of written notice to the Physician. Cause shall mean mean, for purposes of this Agreement, the Executive's Physician's: (i) conviction, or entry material breach of a guilty plea or a plea any material provision of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, this Agreement; (ii) engagement in willful misconductrefusal to perform an ethical (as defined by the AMA Code of Conduct) duty directed by KTPA's Board of Directors or a supervising officer, willful an executive of KTPA or gross negligenceany authorized delegatee, which is reasonably within the scope of the Physician's duties; (iii) misappropriation of assets or business opportunities of KTPA or any of its Affiliates for personal or non-KTPA use; (iv) commission of any misdemeanor involving moral turpitude and any felony; (v) commission of fraud, embezzlement, or fraud, embezzlement breach of trust; (vi) revocation or misappropriation relating suspension of Physician's license to significant amounts, in each case in connection with practice medicine under the performance laws of the State of Texas for a time period greater than thirty days; (vii) failure or inability to competently and adequately perform his or her duties under this Agreement, as determined by KTPA's Board of Directors, exercisable in its sole discretion; (iiiviii) failure to adhere to the lawful directions breach of the CEO and/or the Board his or her obligations contained in Section 11(a) of Directors that are reasonably consistent with his duties and position provided for hereinthis Agreement; (ivix) breach loss, suspension, revocation or substantial curtailment of Physician's appointment to and/or privileges on the medical staff at any health care facility where Physician provides services under this Agreement (a "Health Care Facility"); (x) commission of a material act of professional misconduct; (xi) commission of acts that in any material respect way materially jeopardize or damage the professional integrity, reputation or relationships of KTPA or any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFAits Affiliates; (vxii) chronic this section not used; (xiii) negligence, misfeasance or persistent substance abuse that materially and adversely affects his performance of his duties malfeasance in connection with performing or discharging Physician's obligations under this Agreement; or (vixiv) breach being a primary basis for KTPA's or an Affiliate's inability to obtain adequate professional liability coverage in any material respect accordance with Section 3(e) of the terms and provisions this Agreement. Prior to KTPA's termination of this Agreement resulting in material for cause under Sections 10(c)(i) (except as provided below), 10(c)(vi) or 10(c)(vii), KTPA shall first have provided Physician with at least thirty (30) days prior written notice and demonstrable economic injury Physician shall have not, within that thirty (30) days, remedied the basis of that termination to MFAKTPA's reasonable satisfaction. Notwithstanding the foregoingNo right of cure shall exist for KTPA's termination of this Agreement for cause under Sections 10(c)(ii), (iiii), (iv), (v), (viii), (ix), (x), (xi), or (xiii). This Agreement may be terminated for cause at the Physician's option, for KTPA's failure to substantially perform its obligations to the Physician under this Agreement after KTPA has received at least thirty (30) the Executive shall be given days prior written notice of any action or that substantial failure and KTPA has failed within that thirty (30) day period to remedy the substantial failure to act that is alleged the Physician's reasonable satisfaction. Neither KTPA nor its Affiliates shall have any further obligation under this Agreement to constitute Cause (a "Default")make any payments to, or bestow any benefits on, the Physician from and an opportunity for 20 business days from after the date of such notice in which to cure such Default, such period to be subject to extension in the discretion termination of the CEO orAgreement under this provision, other than as provided in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionSection 10(d).

Cause. Executive’s employment hereunder may be terminated by the Company immediately for Cause" . Any of the following actions by Executive shall mean the Executive's constitute “Cause”: (i) convictionThe continued willful failure or refusal by Executive, after Executive has actually received written notice from the Board or the CEO of such failure or refusal, to perform Executive’s material duties or obligations under this Agreement (other than as a result of Executive’s mental or physical incapacity or illness, as confirmed by medical evidence provided by a licensed physician mutually selected by the Company and Executive (or Executive’s representatives)); (ii) Any willfully, intentionally harmful or grossly negligent act by Executive having the effect of materially injuring (whether financially or otherwise) the business or reputation of the Company or any of its subsidiaries (other than acts that were performed in a good faith attempt to advance the business interests of the Company); (iii) Executive’s conviction of any felony involving moral turpitude (including entry of a guilty plea or nolo contendere plea); (iv) Executive’s qualification as a plea of nolo contendre with respect to“bad actor,” as defined by 17 CFR 230.506(d); (v) The good faith determination by the Board, after a felony, a crime of moral turpitude reasonable and good-faith investigation by the Company or any crime committed against of its subsidiaries that Executive engaged in some form of harassment prohibited by law (including, without limitation, harassment on the Companybasis of age, sex or race) unless Executive’s actions were specifically directed by the Board; (vi) Any material misappropriation or embezzlement by Executive of the property of the Company or any of its subsidiaries (whether or not a misdemeanor or felony); or (vii) Breach by Executive of any material provision of this Agreement that is materially injurious to the Company or any of its subsidiaries. An act or failure to act shall not be “willful” if (i) done by Executive in good faith or (ii) engagement Executive reasonably believed that such action or inaction was 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 best interests of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 MFACompany. Notwithstanding the foregoing, in no event shall Cause exist unless the Board has made a formal determination of Cause by majority vote and provided Executive with ten (i10) days advance notice followed by the right to be heard in front of the entire Board followed by a second majority vote finding that Cause still exists. Such meeting of the Board can occur in person or via teleconference. If the circumstances surrounding Cause are reasonably curable, then 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 have the date of such notice in which right to cure such Defaultthose circumstances over the next twenty (20) days. If the circumstances are not curable or if those circumstances still exist after the cure period has expired, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; then (and (iionly then) regardless of whether the Executive is able to cure any Default, the Executive shall not Cause be deemed to have been terminated exist for Cause without (x) reasonable prior written notice to the 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 CEO or, in his absence, the Board purposes of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionthis Agreement.

Cause. The Company may terminate Executive’s employment hereunder for Cause" , in which event the date of termination of Executive’s employment shall be the Date of Termination. For purposes of this Agreement, “Cause” shall mean the Executive's (i) convictionExecutive’s material breach of this Agreement, (ii) Executive’s gross negligence in the performance or entry non-performance of a guilty plea any of Executive’s material duties or a plea responsibilities hereunder, (iii) the refusal of nolo contendre Executive to implement or adhere to policies or directives of the Board Chief Executive Officer of Mutual Capital Holdings, Inc., (iv) Executive’s dishonesty, fraud or willful misconduct with respect to, a felonyor disparagement of, a crime the business or affairs of moral turpitude or any crime committed against the Company, (v) conduct of a criminal nature or involving Moral Turpitude (as defined below) under the provisions of any federal, state or local laws or ordinance or transgression which may have an adverse impact on the Company’s reputation and standing in the community (as determined by the Company in good faith and fair dealing), and/or (vi) Executive’s absence from work for five (5) consecutive days for any reason other than vacation, approved leave of absence (such approval not to be unreasonably withheld) or disability or illness pursuant to Company policy or law. For purposes of this Agreement, “Moral Turpitude” shall include the following: (i) that element of personal misconduct in the private and social duties which a person owes to his fellow human beings or to society in general, which characterizes the act done as an act of baseness, vileness or depravity, and contrary to the accepted and customary rule of right and duty between two human beings; (ii) engagement in willful misconductconduct done knowingly contrary to justice, willful honesty or gross negligence, good morals; 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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic intentional, knowing or reckless conduct causing bodily injury to MFA; (v) chronic another or persistent substance abuse that materially and adversely affects his performance intentional, knowing or reckless conduct which, by physical menace, puts another in fear 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 MFAimminent serious bodily injury. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action No act 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 or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the by Executive shall not be deemed to have been terminated considered for Cause without (x) reasonable prior unless the Company has given detailed written notice thereof to the Executive setting forth the reasons for the decision to terminate the Executive for Causeand, (y) an opportunity for the Executivewhere remedial action is feasible, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions failed to remedy the act or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is omission within two sixty (260) weeks of the date of suspensiondays following written notice.”

Cause. The Company may terminate the Executive's employment at ----- any time, with or without Cause. In the event of termination pursuant to this Section 6(c) for Cause, the Company shall deliver to the Executive written notice setting forth the basis for such termination, which notice shall specifically set forth the nature of the Cause which is the reason for such termination. Termination of the Executive's employment hereunder shall be effective upon delivery of such notice of termination. For purposes of this Agreement, "Cause" shall mean mean: (i) the Executive's failure (iexcept where due to a disability contemplated by subsection (b) convictionhereof), neglect or entry refusal to perform his duties hereunder which failure, neglect or refusal shall not have been corrected by the Executive within 30 days of a guilty plea receipt by the Executive of written notice from the Company of such failure, neglect or a plea refusal, which notice shall specifically set forth the nature of nolo contendre with respect tosaid failure, a felony, a crime of moral turpitude neglect or any crime committed against the Companyrefusal, (ii) engagement in willful misconduct, any willful or gross negligence, intentional act of the Executive that has the effect of injuring the reputation or fraud, embezzlement business of the Company or misappropriation relating to significant amounts, its affiliates in each case in connection with the performance of his duties under this Agreementany material respect; (iii) failure to adhere to any willful or intentional misrepresentation made by or at the lawful directions behest of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury Executive to MFA; (v) 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 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 or, in his absence, the Board of Directors; and (iiiv) regardless any continued or repeated absence from the Company, unless such absence is (A) approved or excused by the Board of whether Directors or (B) is the result of the Executive's illness, disability or incapacity (in which event the provisions of Section 6(b) hereof shall control); (v) use of illegal drugs by the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without or repeated drunkenness while performing duties required under this Agreement or in public; (xvi) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate conviction of the Executive for Cause, the commission of a felony; (yvii) an opportunity for the Executive, together with his counsel, to be heard commission by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice an act of termination approved fraud or embezzlement against the Company; or (viii) any breach or violation by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date terms of suspensionSection 7 hereof.

Cause. For purposes of this Agreement, “Cause" shall mean the Executive's ” will mean: (i) convictionthe Executive’s willful and continued failure to substantially perform his material duties as an executive of 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 by the Board, (ii) the Executive’s willful misconduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise, (iii) the Executive’s engaging in egregious misconduct involving serious moral turpitude to the extent that his creditability and reputation no longer conforms to the standard of senior executive officers of the Company (iv) the Executive’s conviction of, or entry of a guilty plea or a plea of guilty or nolo contendre with respect contendere to, a felony, (v) the Executive’s material breach of a crime material written policy of moral turpitude or any crime committed against the Company, (iivi) 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) Executive’s failure to adhere to reasonably cooperate with any audit or investigation involving the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic Company or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreementits business practices; or (vivii) the Executive’s material breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFAAgreement. Notwithstanding the foregoing, (i) The Board must give the Executive shall be given at least thirty (30) days written notice of any action its intent to terminate him for Cause, specifying the act(s) or omission(s) alleged to justify the for Cause termination, and an opportunity to cure such act(s) or omission(s), where feasible, within the thirty (30) day period. In addition, the Executive’s employment will be deemed to 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 that on the Executive’s part will be considered “knowing” or “willful” unless it is alleged to constitute Cause (a "Default")done, and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period or omitted to be subject to extension done, by him in bad faith or without reasonable belief that his action or omission was in the discretion best interests of the CEO orCompany. Any act, or failure to act, based upon authority given pursuant to a resolution duly of the Board or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, in his absence, good faith and in the Board best interests of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not Company. In no event will a termination be deemed to have been terminated occur for Cause without (x) reasonable prior written notice to the 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 CEO or, in his absence, ” unless such termination occurs within 90 days after the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks becomes aware of the date of suspensioncircumstance or event giving rise thereto.

Cause. For purposes of this Agreement, “Cause" ” shall mean the Executive's mean: (i) Executive’s conviction, whether following trial or entry of a guilty plea or a by plea of guilty or nolo contendre with respect tocontendere (or similar plea), in a felony, criminal proceeding (a) on a crime charge of moral turpitude or any crime committed against the Companyinvolving fraud, embezzlement, bribery, forgery, counterfeiting, extortion, dishonesty, or moral turpitude; or (b) on any felony or misdemeanor charge; (ii) engagement in willful misconductany act or omission by Executive involving dishonesty, willful or gross negligencedisloyalty, or fraud, embezzlement or misappropriation relating fraud with respect to significant amounts, in each case in connection with any of the performance of his duties under this AgreementSFI; (iii) failure Executive’s breach of fiduciary duty to adhere to the lawful directions any of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinSFI; (iv) breach in any material respect of any Executive’s substantial, willful, or repeated disregard of the provisions lawful and reasonable directives of Paragraph 7 the Board or the Compensation Committee clearly communicated in writing to Executive, provided that if such disregard is capable of this Agreement resulting remedy Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in material and demonstrable economic injury which to MFAremedy such disregard; (v) chronic a breach by Executive of any non-solicitation or persistent other restrictive covenant set forth in any agreement between Executive and any of the SFI, including any covenant in Article 4 hereof, provided that if such breach is capable of remedy, Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in which to remedy such disregard; (vi) Executive’s gross negligence or willful misconduct with respect to any of the SFI or its customers, clients, contractors, and/or vendors; (vii) the coming into effect of an order, ruling, or determination by a government body, court, or self-regulatory organization that imposes a bar or disqualification on Executive from employment with the Company (either permanently or for a period exceeding one hundred eighty (180) days); (viii) violation of the Company’s policies against unlawful discrimination and harassment; (ix) Executive’s repeated alcohol or substance abuse that materially and adversely affects his performance of his duties under this Agreementwhile performing services for the Company; 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 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 or, in his absence, 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 Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the abandonment or gross dereliction of Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension’s work duties.

Cause. The Company terminates the Executive for Cause or for any reason other than for Cause" . As used in this Agreement, “Cause” with respect to Executive’s termination from employment, shall mean any of the following: (1) the Executive's ’s failure to cure the Executive’s material breach of this Agreement or any Company policy, regulation or guideline; (i2) convictionthe Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to the Company which were rejected or entry on which the Company took no timely action; (3) the Executive’s misappropriation of any of the Company’s funds or property; (4) the Executive’s conviction of or entering of a guilty plea or a plea of nolo contendre no contest with respect to, a felony, a crime of moral turpitude or any other crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that which materially and adversely affects his performance the business of the Company or Executive’s ability to carry out his duties under hereunder and with respect to which imprisonment for a term in excess of six (6) months is a possible punishment; (5) the Executive’s conduct, or lack thereof, which results in material economic damage to the Company or its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, or not opposed to, the best interest of the Company, then “Cause” shall not be satisfied hereunder; or (6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2003 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean the following: (A) the Executive materially violates any Company policy, regulation or guideline which Executive fails to cure within sixty (60) days following written notice of such violation by the Company to the Executive; or (B) the Executive’s conviction or (vi) breach in any material entering of a guilty plea or a plea of no contest with respect to fraudulent or illegal activities which are materially injurious to the Company, monetarily or otherwise. No termination of the terms and Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this Agreement resulting in material and demonstrable economic injury to MFAparagraph shall first have been complied with. Notwithstanding the foregoing, (i) the The Executive shall be given written notice a Notice of any action or failure to act that is alleged to constitute Cause Termination by the Board. The Executive shall have sixty (a "Default"), and an opportunity for 20 business 60) days from the date after receipt of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able alleged violation. If he fails to cure any Defaultsuch alleged violation within such sixty (60)-day period, the Executive shall not then be deemed entitled to have been terminated for Cause without (x) reasonable prior written notice a hearing before the Board. If after such hearing, the Board gives a second Notice of Termination to the Executive setting forth confirming that a majority of the reasons for members of the decision Board that are not then employed as employees of the Company voted after the hearing to terminate the Executive him for Cause, (y) an opportunity for the Executive, together with his counsel, to ’s employment shall thereupon be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionterminated for Cause.

Cause. “Cause" shall mean ” means, unless Executive fully corrects the circumstances constituting Cause (provided such circumstances are capable of correction) prior to the Date of Termination, (a) Executive's ’s willful and continued failure to substantially perform his duties or services to the Company (i) conviction, other than any such failure resulting from Executive’s incapacity due to physical or entry mental illness or any such actual or anticipated failure after his issuance of a guilty plea Notice of Termination (as defined below) for Good Reason), 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 his duties or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against services to the Company, (iib) engagement Executive’s willful and continued failure to substantially follow and comply with the specific and lawful directives of the Chief Executive Officer of the Company or the Board, as reasonably determined by the Board (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a Notice of Termination for Good Reason), 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 his duties or services to the Company, (c) Executive’s willful misconductcommission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, willful or gross negligence(d) Executive’s conviction of, or fraudentry by Executive of a guilty or no contest plea to, embezzlement the commission of a felony involving moral turpitude, or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iiie) failure to adhere to the lawful directions Executive’s breach of the CEO and/or 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 non-competition or non-solicitation provisions of Paragraph 7 Section 6 or the non-disparagement provisions of Section 8 of this Agreement resulting in or any material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance breach of his duties under this Agreement; confidential or (vi) breach in any material respect of proprietary information obligations to the terms and provisions Company. For purposes of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingSection 1(b), (i) the Executive shall be given written notice of any action no act, or failure to act act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by him not in good faith. In the event of the proposed termination of Executive’s consultancy for Cause arising under clause (e) above as a result of Executive’s breach of the non-competition provisions of Section 6 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 or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Defaultnot willful, the Executive shall not be deemed have at least 60 days to have been terminated for Cause without (x) reasonable prior written correct such breach following the Company’s notice to the Executive setting forth the reasons for the decision of its intent to terminate the Executive Executive’s consultancy for Cause, (y) an opportunity for the Executive, together with his counsel, during which time Executive shall be entitled to be heard by the CEO or, in his absence, present to the Board with the assistance of Directorshis legal counsel the basis, if any, for his belief and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion conclusion that the Executive he has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of not breached such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionnon-competition provisions.

Cause. The Company shall be entitled to terminate the Executive’s employment for “Cause" .” For purposes of this Agreement, “Cause” shall mean that the Executive's : (i) conviction, pleads “guilty” or entry “no contest” to or is convicted of an act which is defined as a guilty plea felony under federal or a plea of nolo contendre with respect to, a felony, state law or as a crime of moral turpitude under federal or any crime committed against the Company, state law which involves Executive’s fraud or dishonesty; (ii) engagement in carrying out his duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, willful conviction, neglect or gross negligencemisconduct results in material economic harm to the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, or fraud, embezzlement or misappropriation relating to significant amounts, (v) engages in each case an act of dishonesty in connection with the performance of his duties under hereunder, (vi) harasses or discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to such conduct; (vii) engages in any conduct that is reasonably likely to cause harm to the reputation of the Company; (viii) makes a material disclosure as defined by Section 10(a) or (ix) materially breaches any term of this Agreement; (iii) failure to adhere to . In the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of event any of the provisions of Paragraph 7 of this Agreement resulting occurrences in material and demonstrable economic injury to MFA; (v) 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) through (ix) above have occurred, the Executive shall be given written notice by the Company of any action its intention to so terminate his employment, such notice (i) 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 alleged based and (ii) to constitute Cause be given within sixty (a "Default")60) days after the Board knew of such acts or failures to act. In the event such notice is timely given by the Company, and an opportunity for 20 business the Executive shall have thirty (30) days from after the date of such that the notice is given in which to cure such Defaultconduct, to the extent such period to be subject to extension in cure is possible. For the discretion avoidance of doubt, any of the CEO oroccurrences constituting Cause set forth in clauses (i), in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall and (v) above cannot be deemed cured. No act or failure to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Causeact on Executive’s part will be considered “willful” unless done, (y) an opportunity for the Executive, together with his counsel, or omitted to be heard done by the CEO or, Executive not in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion and without reasonable belief that the Executive has engaged in actions his action or conduct described omission was in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks best interests of the date of suspensionCompany.

Cause. Employer may, at its option, terminate the Employment Term for “Cause" ” based on objective factors determined in good faith by the Board of Directors as set forth in a Notice of Termination to Executive specifying the reasons for termination and the failure of the Executive to cure the same within thirty (30) days after Employer shall have given the Notice of Termination; PROVIDED, HOWEVER, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then the thirty (30) day period shall not apply and the Employment Term shall terminate on the date the Notice of Termination is given. For purposes of this Agreement, “Cause” shall mean the Executive's (i) convictionExecutive’s conviction of, guilty or entry of no contest plea to a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, felony (ii) engagement an act or omission by Executive in willful connection with his employment that constitutes fraud, criminal misconduct, willful or breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or fraud, embezzlement other conduct that is materially harmful or misappropriation relating detrimental to significant amounts, in each case in connection with the performance of his duties under this AgreementEmployer; (iii) a material breach by Executive of this Agreement and the failure to adhere to the lawful directions of the CEO and/or Executive to cure the Board of Directors that are reasonably consistent with his duties and position provided for hereinsame within thirty (30) days; (iv) breach continuing failure to perform such proper duties as are assigned to Executive in any material respect of any of the provisions of Paragraph 7 of accordance with this Agreement and with law and good business practice, other than a failure resulting in material and demonstrable economic injury to MFAfrom a Disability; or (v) 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 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 or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed found to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Causeinvolved in regulatory violations, (y) an opportunity for the Executivecriminal misconduct, together with his counsel, to be heard dishonesty or other willful misconduct while previously employed by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionother employers.

Cause. The Company may terminate Executive's employment hereunder at any time for Cause. For purposes of this Agreement, the Company shall have "Cause" shall mean the to terminate Executive's employment hereunder upon (i) conviction, or entry a material breach of a guilty plea or a plea this Agreement by Executive which breach is not cured within 30 days of nolo contendre with respect to, a felony, a crime receipt of moral turpitude or any crime committed against written notice from the CompanyBoard, (ii) engagement Executive's willful and repeated failure to comply with the lawful directives of the Board or his superior officer(s) consistent with the terms of this Agreement, (iii) gross negligence or willful misconduct 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 Executive's duties under this Agreement; (iii) failure to adhere to the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; Holdings, the Company or their subsidiaries, (iv) fraud committed by Executive with respect to Holdings, the Company or their subsidiaries, or (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; indictment for (A) a felony or (viB) breach in any a crime involving moral turpitude conviction of which would materially injure relationships with customers, suppliers or employees or otherwise cause 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 or, in his absenceHoldings, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Company or their subsidiaries. Executive shall not be deemed to have been terminated for Cause without unless the Company shall have given or delivered to Executive (x1) reasonable prior written notice setting forth, in reasonable detail the facts and circumstances, if any, claimed to the Executive setting forth the reasons provide a basis for the decision to terminate the Executive termination for Cause, (y2) an a reasonable opportunity for the Executive, together with his counsel, to be heard by before the CEO or, in his absence, the Board of DirectorsBoard, and (z3) delivery after being given a reasonable opportunity to the Executive be heard, a Notice of a notice of termination approved by said CEO orTermination stating that, in his absence, the Board of Directors, stating his or its good faith opinion of not less than a majority of the entire membership of the Board, "Cause" exists to terminate Executive under this Agreement. The Board shall consult with the CEO prior to taking action to terminate Executive for Cause and shall give the CEO at least 15 business days prior notice of the first Board meeting at which the existence of Cause for termination is scheduled to be considered. For purposes of determining whether Executive was given "reasonable notice" and "reasonable opportunity to be heard" in connection with any determination by the Board as to whether Cause exists, 15 business days notice of the Board meeting shall be deemed to constitute "reasonable notice" (without prejudice to the determination of whether some other period would also constitute "reasonable notice") and the opportunity for Executive and his counsel to present arguments to the Board at such meeting as to why Executive believes that no Cause exists shall constitute "reasonable opportunity to be heard" (without prejudice to the determination of whether some other forum or method would also constitute a "reasonable opportunity to be heard"). In the event that Executive has engaged in actions or conduct described is terminated under clause (v) above but is not ultimately convicted of the crime for which he was indicted, Executive shall be eligible to be reinstated in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of position he held on the date of suspensionhis termination. If Executive is so reinstated, this contract shall become effective with a term equal to the term remaining on the date of termination. Notwithstanding the foregoing, the Company at the option of its Chief Executive Officer may determine that reinstatement is not in the best interests of the Company, in which event the Executive shall not be reinstated.

Cause. The Company shall have “Cause" shall mean the ” to terminate Executive's ’s employment hereunder upon: (i) Executive’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 Board consistent with the terms of this Agreement; (iii) Executive’s material breach of this Agreement; (iv) Executive’s conviction, or entry plea of a guilty plea or a no contest, plea of nolo contendre with respect tocontendere, a or imposition of unadjudicated probation for any felony, a crime ; (v) Executive’s unlawful use (including being under the influence) or possession of moral turpitude illegal drugs on the Company’s (or any crime committed against the Company, (iiof its affiliate’s) engagement in willful misconduct, willful premises or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his while performing Executive’s duties and responsibilities under this Agreement; (iii) failure to adhere to the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or or (vi) Executive’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or 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 any material respect bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the terms Company. Any act or failure to act, based upon specific authority given pursuant to a resolution duly adopted by the Board or a committee thereof 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 provisions in the best interests of this Agreement resulting in material and demonstrable economic injury to MFAthe Company. Notwithstanding the foregoing, in the case of clauses (i), (ii) and (iii) above, no Cause will have occurred unless and until the Executive shall be given Company has: (a) provided Executive, within 60 days of the Company’s knowledge of the occurrence of the facts and circumstances underlying the Cause event, written notice stating with specificity the applicable facts and circumstances underlying such finding 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 or, in his absence, the Board of DirectorsCause; and (iib) regardless of whether the provided Executive is able with an opportunity to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to same within 30 days after the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars receipt of such action or conduct in reasonable detailnotice; provided, however, MFA may suspend that Executive shall be provided only one cure opportunity per category of Cause event in any rolling twelve (12) month period. If the Executive with pay until fails to cure the same within such time 30 days, then “Cause” shall be deemed to have occurred as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date expiration of suspensionthe 30-day cure period. For the avoidance of doubt, Executive’s death or Disability shall not constitute “Cause” hereunder.

Cause. Cause" shall mean The Company may, at any time and in its sole discretion, terminate the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided employment for herein; (iv) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 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 or, in his absence, the Board of Directors; and (iias herein defined) 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice 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 approved for "Cause" shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by said CEO orthe Executive to an act of fraud, in his absence, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of DirectorsDirectors or the Chief Executive Officer; (iv) the Executive's habitual drunkenness as determined in the reasonable discretion of the Board of Directors or use of illegal substances; (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 the Company and/or Parent which the Board of Directors of the Company in its reasonable discretion deems to be good and sufficient cause; provided, stating his or its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentenceshall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend (v) and/or (vi) hereof and the Executive with pay until such time as shall have the thirty (30) days following his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks receipt of the date of suspensionTermination Notice to cure the breach specified therein prior to his employment being terminated for Cause pursuant thereto.

Cause. The Company may terminate Executive’s employment for “Cause" ,” effective as of the date of the Notice of Termination (as defined in Section 7 below). “Cause” shall mean the mean, for purposes of this Agreement: (a) Executive's (i) conviction’s act of fraud, dishonesty, misappropriation, or entry embezzlement with respect to the Company; (b) Executive’s conviction of, or plea of guilty or no contest to, any felony; (c) Executive’s violation of the Company’s drug policy or anti-harassment policy; (d) Executive’s admission of liability of, or finding by a guilty plea court or the US Securities and Exchange Commission (or a plea similar agency of nolo contendre any applicable state) of liability for, the violation of any “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Securities Laws which are not criminal in nature). As used herein, the term “Securities Laws” means any Federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; (e) Executive’s failure after reasonable prior written notice from the Company to comply with respect to, a felony, a crime any valid and legal directive of moral turpitude the Board that is not remedied within thirty (30) days of Executive being provided written notice thereof from the Company or any crime committed against the Company, (ii) engagement Executive’s willful gross negligence in willful misconduct, willful or gross negligenceperformance, or fraudwillful non-performance, 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 CEO and/or 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 Executive’s duties and responsibilities with respect to the provisions Company that is not remedied within thirty (30) days of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this AgreementExecutive being provided written notice thereof from the Company; or (vif) other than as provided in clauses (a) through (e) above, Executive’s material breach in of any material respect provision of the terms and provisions employment agreement that is not remedied within thirty (30) days of this Agreement resulting in material and demonstrable economic injury to MFAExecutive being provided written notice thereof. 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")not have acted, 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 or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed for purposes of this Agreement to have been terminated for Cause without (x) reasonable prior written notice acted, in a “willful” manner if Executive acted, or failed to the Executive setting forth the reasons for the decision to terminate the Executive for Causeact, (y) an opportunity for the Executive, together with his counsel, in a manner that he believed in good faith to be heard by the CEO orin, in his absenceor not opposed to, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks best interests of the date of suspensionCompany.

Cause. The Company may at any time by written notice to the Executive terminate the Agreement for “Cause" ” (as defined below) and, upon such termination, this Agreement shall mean terminate and the Executive's Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination and any other amounts required to be paid under applicable law. For the purposes of this Agreement, “Cause” means: (i) convictioncontinued neglect by the Executive of the Executive’s duties hereunder, (ii) continued incompetence or unsatisfactory attendance, (iii) conviction of, or entry of a guilty plea or a plea of nolo contendre with respect contendere to, a any felony, a crime (iv) violation of moral turpitude the rules, regulations, procedures or any crime committed against instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, (iiv) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case misconduct by the Executive in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions any material portion of the CEO and/or the Board of Directors that are reasonably consistent with his Executive’s duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or hereunder, (vi) breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, (vii) breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, (viii) any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or rule that constitutes material insubordination, (x) engaging in any material respect discriminatory or sexually harassing behavior, or (xi) using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the terms and provisions Company or any of this Agreement resulting its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company for any or the events described in material and demonstrable economic injury to MFA. Notwithstanding the foregoingclauses (i), (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause ii), (a "Default"iv), and an (ix) shall only be effective on fifteen (15) days advance written notification, providing Executive the opportunity for 20 business days from the date to cure, if reasonably capable of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by within said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail15-day period; provided, however, MFA may suspend that no such notification is required if the Executive with pay until such time as his right to appear before the CEO Cause event is not reasonably capable of cure or the Board determines that its fiduciary obligation requires it to effect a termination of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionExecutive for Cause immediately.

Cause. The Company may terminate Executive’s employment and all of Executive’s rights to receive Base Salary and any other benefits hereunder for Cause" . For purposes of this Agreement, the term “Cause” shall mean be defined as any of the Executive's following; provided, however, that the Company must determine the presence of such Cause in good faith: (i) convictionWillful misconduct by Executive, including, without limitation (A) Executive’s material breach of any duties and responsibilities under this Agreement (other than as a result of incapacity due to Executive’s disability), (B) Executive’s commission of a material act of fraud upon the Company, or (C) Executive’s immoderate use of alcoholic beverages or narcotics or other substance abuse. For purposes of this Section 5(c), no act or failure to act on the part of Executive shall be considered “willful” unless 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 interest of the Company; (ii) Executive’s conviction by, or entry of a guilty plea or a plea of guilty or nolo contendre with respect tocontendere in, a felony, court of competent and final jurisdiction for a felony or any crime of which adversely affects the Company and/or its reputation in the community or which involves moral turpitude or any crime committed against is punishable by imprisonment in the Company, (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 Agreementjurisdiction involved; or (iii) failure to adhere Executive’s willful violation of any duty of loyalty to the lawful directions Company or a material breach of Executive’s fiduciary duties to the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 MFACompany. Notwithstanding anything to the contrary in the foregoing, no termination or other action shall be considered to be for Cause under this Agreement unless (iy) the Executive first shall be given have received at least 15 days 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 or, in his absence, the Board of Directors; and (ii“Company Notice”) 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 Executive setting forth the reasons for the decision Company’s intention to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, or take other action; and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, shall have failed to cure or remedy the Board of Directors, stating his or its good faith opinion that event constituting the Executive has engaged in actions or conduct described in Cause within 30 days after the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks Executive’s receipt of the date of suspensionCompany Notice.

Cause. The Company may terminate Executive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" shall mean to terminate Executive's employment hereunder upon: (i) the continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's incapacity or disability due to physical or mental illness) after written demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes Executive has not substantially performed his duties; (ii) dishonesty by Executive that relates to the performance of the Executive's (i) convictionduties hereunder or the commission by Executive of an act of fraud upon, or entry willful misconduct toward, the Company, as reasonably determined by the CSI Board after a hearing following ten days' notice to Executive of such hearing; (iii) criminal conduct by Executive (other than minor infractions and traffic violations) or the conviction of Executive, by a guilty plea court of competent jurisdiction, of any felony (or a plea of nolo contendre with respect to, contendere thereto); (iv) a felony, a crime material violation by Executive of moral turpitude his duty of loyalty to the Company which results or any crime committed against may result in material injury to the Company, CSI or any other Subsidiary of CSI; (iiv) 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 CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) Executive's material breach in any material respect of any of the covenants contained in Section 3(a) or 4 of the Agreement; (vi) notwithstanding the provisions of Paragraph 7 Section 6(a), the use by Executive of alcohol which renders Executive unable to perform the essential functions of his position under this Agreement resulting or the use by Executive of illegal or controlled drugs or other substances; or (vii) the failure of Executive to cease any conduct determined by the Chairman of the Board to be detrimental to the well-being or morale, or otherwise not in material the best interest, of the Company, CSI or any other Subsidiary of CSI after written demand directing Executive to cease such conduct is delivered by the Company specifically identifying such conduct and demonstrable economic injury to MFA; demanding cessation thereof. If the effect of the occurrence of the event described in clauses (iv) or (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (viSection 6(b) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingmay be cured, (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 have the 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 or, in his absence, 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 such effect for Cause without (x) reasonable prior written notice to the 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 CEO or, in his absence, the Board a period of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks 30 days following receipt of the date Company's Notice of suspensionTermination.

Cause. The 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" shall mean the to terminate Executive's employment upon: (i) conviction, Executive's conviction of or entry plea of guilty or no contest to a guilty plea felony or a plea of nolo contendre misdemeanor involving moral turpitude, whether or not related to Executive's employment with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, ; or (ii) Executive's fraud, embezzlement, theft or misappropriation, whether or not related to Executive's employment with the Company; or (iii) Executive's willful engagement in willful dishonest or illegal conduct or gross misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amountswhich is, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere case, materially and demonstrably injurious to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinCompany; or (iv) breach any regulatory action that results in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting Executive no longer being able to serve in material and demonstrable economic injury to MFAhis capacity; or (v) chronic or persistent substance abuse that materially Executive's willful and adversely affects his performance of repeated failure to perform his duties under this Agreement; or (vi) breach in any material respect comply with a valid and legal directive 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as in a material respect (other than any such appearance is within two failure resulting from incapacity due to physical or mental illness); or (2vi) weeks Executive's willful failure to comply with a material compliance or financial policy of the date Company; or (vii) Executive's material breach of suspensionany material obligation under this Agreement or any other written agreement between the Executive and the Company. For purposes of this Section 6(c), no act, or failure to act, by Executive shall be considered "willful" unless committed in bad faith or without a reasonable belief that the act or omission was in the best interests of the Company. References in the subclauses above to the Company include any entity in control of, controlled by or under common control with the Company ("Affiliates"). Employment shall not be terminated under subclause (iii), (v), (vi) or (vii) above unless and until the Board (excluding Executive if he should be serving thereon) shall have duly adopted a resolution at a meeting of the Board called and held for such purpose pursuant to which the Board determines, in its good faith opinion, that there are grounds for termination under such subclause. The Company shall give written notice to Executive of the existence of and circumstances providing grounds for termination. This Section 6(c) shall not prevent Executive from challenging in any arbitration forum or court of competent jurisdiction the Board's determination that Cause exists or that Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the Board's determination.

Cause. Cause" shall mean the The Company may at any time upon written notice to Executive terminate this Agreement and Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating employment hereunder for Cause pursuant 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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 MFASection 6(a). 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 or, in his absence, by the Board of Directors; and (ii) regardless Directors 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 Executive setting forth the reasons for the decision its intention to terminate the Executive for Cause, (y) an opportunity which notice shall state the acts or omissions that constitute grounds on which the proposed termination for Cause is based. In the Executive, together with his counsel, to be heard by the CEO or, in his absenceBoard of Director's reasonable business judgment, the Board shall permit Executive an opportunity to address the Board or a committee of Directorsone or more directors regarding the grounds on For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) The breach by Executive of any material provision or covenant of this Agreement, and if such breach is susceptible to cure by Executive, the failure to effect such cure within twenty (z20) delivery days after written notice of such breach is given to the Executive; or (ii) The willful failure or neglect of Executive to perform Executive's duties hereunder or the gross negligence of Executive in the performance of such duties, and if such failure or gross negligence is susceptible to cure by Executive, the failure to effect such cure by Executive within twenty (20) days after written notice of such failure or gross negligence is given to Executive; or (iii) Except as permitted hereunder, Executive's unexplained and regular absences from the Company; or (iv) Executive's use of alcohol or illegal drugs, which use interferes with the performance of Executive's duties hereunder; or (v) Executive's indictment for a crime or for theft, embezzlement, fraud, misappropriation of funds or any other alleged act of dishonesty by Executive or Executive's indictment for any other felony or other crime involving moral turpitude; or (vi) Executive's violation of any law or ethical rule relating to Executive's employment by the Company, including, but not limited to a violation by Executive of a notice Executive's fiduciary duty of termination approved by said CEO loyalty to the Company which Executive owes to the Company as an officer and/or director; or (vii) Executive's failure to move his immediate family's permanent residence to the Southern California area on or before July 31, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension1998.

Cause. The Company may terminate the Executive’s employment at any time during the Term for Cause or without Cause" . For purposes of this Agreement, “Cause” shall mean (1) a breach by the Executive of the Executive's ’s obligations under Section 2(a) (iother than as a result of physical or mental incapacity) which constitutes material nonperformance by the Executive of his obligations and duties thereunder, as determined by the Board (which may, in its sole discretion, give the Executive notice of, and the opportunity to remedy, such breach), (2) commission by the Executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or other conduct materially harmful or potentially materially harmful to the Company’s best interest, as reasonably determined by a majority of the members of the Board after a hearing by the Board following ten (10) days’ notice to the Executive of such hearing, (3) a material breach by the Executive of Sections 7 or 8 of this Agreement, (4) the Executive’s conviction, or entry of a guilty plea or a plea of no contest or nolo contendre with respect tocontendere, a felony, a crime of moral turpitude deferred adjudication or unadjudicated probation for any felony or any crime committed against involving fraud, dishonesty, or moral turpitude causing material harm, financial or otherwise, to the Company, (ii5) engagement in willful misconduct, willful the refusal or gross negligencefailure of the Executive to carry out, or fraudcomply with, 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 CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of respect, any lawful directive of the provisions Board (which the Board, in its sole discretion, may give the Executive notice of, and an opportunity to remedy), (6) the Executive’s unlawful use (including being under the influence) or possession of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreementillegal drugs; or (vi7) breach in the Executive’s willful and knowing violation of any federal, state, or local law or regulation applicable to the Company or its business which has a material respect adverse effect on the Company. For purposes of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingprevious sentence, (i) the Executive shall be given written notice of any action no act or failure to act that is alleged to constitute Cause (a "Default")on the Executive’s part shall be deemed “willful” unless done, and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period or omitted to be subject to extension done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the discretion best interest of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA Company. The Company may suspend the Executive with pay until such time as his right to appear before Executive’s title and authority pending the CEO or hearing provided for above. For purposes of this Agreement, a termination “without Cause” shall mean a termination by the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks Company of the date Executive’s employment during the Term at the Company’s sole discretion for any reason other than a termination based upon Cause, death or Disability; provided that a termination “without Cause” does not include the expiration of suspensionthe Term pursuant to Section 1.

Cause. For purposes of this Agreement, “Cause" ” shall mean (i) the Executive has been convicted or entered a plea of guilty or nolo contendere in a federal or state court of a crime classified as a felony or a crime involving moral turpitude; (ii) action or inaction by the Executive (A) that constitutes embezzlement, theft, misappropriation or conversion of assets of any Company Entity which alone or together with related actions or inactions involve assets of more than a de minimis amount or that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to the Executive's office, and (iB) convictionsuch action or inaction has adversely affected or is likely to adversely affect the business of the Company Entities, taken as a whole, or entry has resulted or is intended to result in a direct or indirect gain or personal enrichment of a guilty plea the Executive (or a plea the Executive’s relatives or other similar close relations, as applicable) to the detriment of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 AgreementCompany Entity; (iii) failure the Executive has been grossly inattentive to, or in a grossly negligent manner failed to adhere to competently perform, the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his Executive's job duties and position provided for hereinthe failure was not cured within 30 days after written notice from the Company; (iv) breach in by the Executive of any material respect of any of the provisions of Paragraph 7 provision of this Agreement resulting in material and demonstrable economic injury to MFAAgreement; (v) chronic material violation of any Company policy or persistent substance abuse that materially code, or term of any agreement between the Executive and adversely affects his performance of his duties under this Agreementthe Company; or (vi) breach in any material respect substantial or habitual abuse of alcohol and/or drugs, including prescription medication or similar substances that impair the Executive’s job performance. Any termination of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding Executive's employment by the foregoing, (i) the Executive Company for Cause shall be given communicated by 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 Company to the Executive, which notice shall set forth in which reasonable detail the facts and circumstances claimed to cure such Default, such period to be subject to extension in the discretion provide a basis for termination of the CEO or, in his absence, Executive's employment under this provision (the Board “Notice of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Termination”). The Executive shall not be deemed to have been terminated for Cause without unless and until (x) reasonable prior written notice to the Executive setting forth receives a Notice of Termination from the reasons for the decision to terminate the Executive for Cause, Company; (y) an the Executive is given the opportunity for the Executive, together with his counsel, to be heard by before the CEO or, in his absence, the Board of Directors, Board; and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or finds in its good faith opinion that opinion, the Executive has engaged in actions or the conduct described set forth in the preceding sentenceNotice of Termination. The Board may retroactively deem a termination of the Executive’s employment to have been for “Cause” if circumstances constituting “Cause” existed prior to the Executive’s date of termination, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right but become known to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of after the date of suspensiontermination.”

Cause. Either of the Companies may terminate the Employee’s employment for Cause" , in which case (subject to applicable law) employment shall cease immediately. For purposes of this Agreement, “Cause” shall mean the Executive's and include: (ia) conviction, or entry conviction of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of any felony involving moral turpitude affecting the Parent or any crime committed against its subsidiaries; (b) action taken by the Employee intentionally to harm either of the Companies; (c) embezzlement of funds of the Parent or its subsidiaries; (d) intentional falsification of records or reports; (e) direct ownership of an interest in a person or entity (other than a minority interest in a publicly traded company) in competition with the products or services of the Company, (ii) engagement the Parent or its subsidiaries, including those products or services contemplated in willful misconduct, willful a plan adopted by the Company’s 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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 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 or, in his absence, the Parent’s Board of Directors; (f) any breach of the Employee’s fiduciary duties or duties of care to the Parent or Company (except for conduct taken in good faith) which, to the extent such breach is curable, has not been cured by Employee within thirty (30) days after his receipt of notice thereof from Parent or Company, as applicable, containing a description of the breach or breaches alleged to have occurred; (g) any material breach of this Agreement which has not been cured by Employee within thirty (30) days after his receipt of notice thereof from Company or Parent, as applicable, containing a description of the breach or breaches alleged to have occurred; (h) any breach of the Proprietary Information, Non-Competition and Assignment of Inventions Agreement in the form attached hereto as Exhibit A, by the Employee; and (iii) regardless any other act or omission that constitutes “cause” under the laws of whether any jurisdiction in which the Executive Company or Parent conducts its business and in which the Employee is able to cure any Default, employed at the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to time of such act. In the Executive setting forth the reasons for the decision to terminate the Executive event of termination for Cause, (y) an opportunity for the Executive, together with his counsel, Employee’s entitlement to severance pay will be heard by the CEO or, in his absence, the Board of Directors, subject to Sections 16 and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks 17 of the date of suspensionSeverance Pay Law 5713 – 1953 (the “Severance Law”).

Cause. Cause" shall mean The Company may terminate the Executive's Employee’s Employment for Cause at any time upon written notice to Employee. (i) convictionFor purposes of the Agreement, the Company shall have “Cause” to terminate the Employee’s Employment hereunder pursuant to Employee’s: (1) material breach of this Agreement or entry of a guilty plea any other written agreement between Employee and the Company, if such breach causes material harm to the Company or to any of its affiliates or reasonably threatens to cause such harm; (2) material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment, if such failure causes material harm to the Company or to any of its affiliates and to the extent it is deemed curable by the Employee, is not cured within 10 days after written notice thereof is given to the Employee by the Company; (3) commission, conviction of, or a plea of nolo contendre with respect “guilty” or “no contest” to, a felony, a crime felony under the laws of moral turpitude the United States or any crime committed against State; (4) willful, intentional or grossly negligent act having the effect of materially injuring (whether financially or otherwise) the business or reputation of the Company or of any of its affiliates, which to the extent it is deemed curable by the Employee, is not cured within 10 days after written notice thereof is given to the Employee by the Company; or (5) willful misconduct with respect to any of Employee’s material duties or obligations under the Agreement or applicable law or regulation, which, to the extent it is deemed curable is not cured within 10 days after written notice thereof is given to the Employee by the Company. (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating A purported termination of Employee’s Employment for Cause shall not be effective unless the Company provides written notice to significant amounts, in each case in connection with Employee of the performance facts alleged by the Company to constitute Cause and such notice is delivered to Employee no more than 90 days after the Company has actual knowledge of his duties under this Agreement; such facts. (iii) failure to adhere In the event that the Company terminates the Employee’s Employment for Cause, the Employee shall receive the Base Salary through the Date of Termination, and any other amount and/or entitlement owed to the lawful directions Employee pursuant to applicable law upon such termination, as well as reimbursement for approved but unpaid business expenses through the Date of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 MFATermination. 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 or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive The Employee shall not be deemed entitled to have been terminated for Cause without (x) reasonable prior written notice any compensation, benefits or other amounts from the Company or otherwise upon such termination, notwithstanding anything to the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described contrary contained in the preceding sentence, which notice specifies the particulars of such action Agreement or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionotherwise.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean the Executive's mean: (i) convictionthe conviction of, or entry of a pleading guilty plea or a plea of nolo contendre with respect to, a felony, a felony or crime of involving moral turpitude or any crime committed against the Companyturpitude, (ii) engagement the Executive's suspension or disqualification from the practice of law in willful misconduct, willful or gross negligencethe State of New York, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iii) the willful failure of the Executive to adhere perform, in any material respect, his obligations under this Agreement after a written demand for such performance is delivered to the lawful directions of Executive by the CEO and/or Board, which specifically identifies the manner in which the Board of Directors or Chief Executive Officer believes that are reasonably consistent with his duties and position provided for hereinthe Executive has not performed the Executive's duties; or (iv) breach in any material respect of any a disability that prohibits the Executive from substantially meeting his responsibilities as a senior executive of the provisions Company on a full-time basis for 90 out of Paragraph 7 120 consecutive business days ("Disability"). For purposes of this Agreement resulting in material and demonstrable economic injury provision, no act or failure to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance act, on the part 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 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 any action the Company. Any act, or failure to act that is alleged act, by the Executive based upon authority given to constitute Cause (the Executive pursuant to a "Default"), and an opportunity resolution duly adopted by the Board or based upon the advice of regular outside counsel for 20 business days from the date of such notice in which to cure such Default, such period Company shall be conclusively presumed to be subject done, or omitted to extension be done, by the Executive in good faith and in the discretion best interests of the CEO orCompany. Termination of the Executive's employment for Cause shall be effective upon receipt of notice pursuant to Section 4(d). For purposes of this provision, in his absence, termination of the Board Executive's employment on account of Directors; and (ii) regardless the Disability of whether the Executive is able shall be by written notice to cure any Defaultthe Executive, effective 30 days after receipt thereof by the Executive, provided that, within 30 days after such receipt, the Executive shall not be deemed have returned to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for full-time performance of the Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension's duties.

Cause. CauseThe Board of Directors, by a vote of three-quarters of the entire Board of Directors, may terminate the employment of the Executive if the conduct of the Executive shall, in the opinion of the Board of Directors, constitute cause for immediate dismissal. As used in this Agreement, the term "cause" shall mean (i) the Executive's (i) conviction, willful and material breach of Sections 6 or entry 7 of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, this Agreement; (ii) the Executive's conviction of a felony; or (iii) the Executive's engagement in conduct that constitutes willful misconduct, gross neglect or willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, misconduct in each case in connection with the performance of carrying out his duties under this Agreement; (iii) , resulting, in either case, in material harm to the financial condition or reputation of the Company. For purposes of this Agreement, an act or failure to adhere act on the Executive's part shall be considered "willful" if it was done or omitted to the lawful directions be done by him not in good faith, and shall not include any act or failure to act resulting from any incapacity of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 MFAExecutive. Notwithstanding the foregoing, (i) a termination for "cause" shall not take effect unless the Executive shall be has been given written notice by the Company of any action 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 alleged based and (B) to constitute Cause (a "Default"), and an opportunity for be given within 90 days of the Company's learning of such act or acts or failure or failures to act. The Executive shall have 20 business days from after the date of that such written notice has been given to him in which to cure such Defaultconduct, to the extent such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive cure is able possible. If he fails to cure any Defaultsuch conduct, the Executive shall not then be deemed entitled to have been terminated for Cause without (x) reasonable prior written a hearing before the Board of Directors at which the Executive and his counsel are entitled to appear. Such hearing shall be held within 25 days of such notice to the Executive setting forth Executive, provided he requests such hearing within 10 days of the reasons for written notice from the decision Company of the intention to terminate him for "cause". If, within five days following such hearing, the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, to be heard is furnished written notice by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO orDirectors confirming that, in his absenceits judgment, grounds for "cause" on the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks basis of the date of suspensionoriginal notice exist, he shall thereupon be terminated for "cause."

Cause. The Company may terminate Executive’s employment for Cause" , effective as of the date of the Notice of Termination (as defined in Section 7 below) and as evidenced by a resolution adopted by two-thirds of the independent members of the Board. “Cause” shall mean the Executive's mean, for purposes of this Agreement: (i) convictionthe continued failure by Executive to use good faith efforts in the performance of Executive’s duties under this Agreement (other than any such failure resulting from Disability, illness or entry other allowable leave of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, absence); (ii) engagement in willful misconduct, willful the criminal felony indictment (or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance non-U.S. equivalent) of his duties under this AgreementExecutive by a court of competent jurisdiction; (iii) failure the engagement by Executive in misconduct that has caused, or, is reasonably likely to adhere cause, material harm (financial or otherwise) to the lawful directions Company or any of its affiliates; such harm may be caused by, without limitation, (A) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the CEO and/or Company or any of its affiliates, (B) the Board debarment of Directors that are reasonably consistent the Company or any of its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (C) the registration of the Company or any of its affiliates with his duties and position provided for hereinthe U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to be revoked; (iv) breach in any material respect the debarment of any of Executive by the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFAFDA; (v) chronic or persistent substance abuse that materially and adversely affects his performance the continued material breach by Executive of his duties under this Agreement; or (vi) breach in any material respect of Executive makes, or is found to have made, a certification relating to the terms Company’s financial statements and provisions of this Agreement resulting in material and demonstrable economic injury public filings that is known to MFAExecutive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii) and (iv) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s actual knowledge of such conduct, events or circumstances. During the thirty (30) day period after receipt of such demand, Executive shall have an opportunity to cure or remedy such conduct, events or circumstances and present his case to the full Board (with the assistance of counsel chosen by Executive) before any termination for Cause is finalized by a vote by at least two-thirds of the independent members of the Board at a meeting of the Board called and held for such purpose. References to the Company in subsections (i) the Executive through (vi) of this paragraph 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 also include affiliates of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCompany.

Cause. Wherever reference is made in this Agreement to termination being with or without Cause" , “Cause” shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 repeatedly refuses or fails to perform any of his duties and responsibilities as determined from time to time by the Board or the Chief Executive Officer, including, without limitation (a) the Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of the Board or the Chief Executive Officer following thirty (30) days’ written notice from the Company of such alleged fault and (b) the Executive’s refusal to comply with any action lawful directive or failure policy of the Board which refusal is not cured by the Executive within thirty (30) days of such written notice from the Company; provided, that the Company shall not be required to act that is alleged give the Executive more than two cure periods with respect to constitute Cause this clause (a "Default"i), 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 or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able acts (including a failure to cure any Defaultact) in a manner which constitutes gross and willful misconduct or gross negligence in the performance of his duties, (iii) the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice commits a material act of fraud, personal dishonesty or misappropriation relating to the Executive setting forth the reasons for the decision to terminate Company or Holdings, (iv) the Executive for Causecommits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto, (yv) an opportunity for the Executive, together with his counsel, to be heard a breach by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice material provision of termination approved by said CEO orthis Agreement or any other written agreement with the Company, in his absence, (vi) the Board of Directors, stating his Executive’s indictment for or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO conviction (or the Board entry of Directorsa plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude, as or (vii) the case may beExecutive’s habitual or repeated misuse of, has been exercised, so long as such appearance is within two (2) weeks or habitual or repeated performance of the date of suspensionExecutive’s duties under the influence of, alcohol or controlled substances.

Cause. HMC may terminate the Employee’s employment and all of HMC’s obligations hereunder solely for Cause (as defined below), by written notice to the Employee particularizing the conduct constituting the Cause" . In the event HMC invokes its right as described in this paragraph, and the Employee challenges HMC’s interpretation of the definition of cause, then such dispute shall mean the Executive's be settled by binding arbitration in accordance with Section 8(g) below. For purposes of this Agreement, “Cause” shall be defined as (i) conviction, willful misconduct or entry of a guilty plea intentional or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude continual failure to perform stated and material duties after fifteen (15) days written notice particularizing the failure to perform and an opportunity to cure any failure or any crime committed against the Companydefault, (ii) engagement in willful misconduct, willful a known breach of fiduciary duties where HMC gives to the Employee notice particularizing the breach and the Employee is given a reasonable opportunity to remedy or gross negligencecure the breach, or (iii) if the Employee (A) commits any acts of dishonesty, fraud, embezzlement misrepresentation or misappropriation other acts of moral turpitude resulting in material harm to HMC, (B) purposefully engages in any conduct that gives rise to material liability of HMC under applicable laws, including, but not limited to, laws relating to significant amountsdiscrimination and harassment in employment unless pursuant to an instruction from the Supervisor, or (C) purposefully engages in each case conduct foreseeably likely to be, and that in connection with fact is, detrimental to the performance business, reputation, character or standing of his duties HMC. In the event HMC terminates this Agreement for Cause or in the event the Employee voluntarily resigns from the employment of HMC for any reason or by reason of disability or death, HMC shall no longer be obligated to make any further salary, bonus or other payments to the Employee except insofar as they have accrued as of the date the Employee’s employment terminates. Other than as expressly set forth hereinabove, upon any such termination, the Employee shall cease to have any future rights under this Agreement; (iii) failure to adhere to the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice, following an affirmative vote of at least 3/4 of the members of the Board following the process described below. For purposes of this Agreement, the term “Cause" ” shall mean the Executive's (i) convictionEmployee’s willful material failure to perform Employee’s duties or refusal to follow any lawful directive of the Board, or entry of provided however, that if the Parties agree that Employee transitions to a guilty plea or a plea of nolo contendre with respect torole other than CEO, a felony, a crime of moral turpitude or any crime committed against the Company, his duties would be based on his then-existing role; (ii) engagement in willful misconduct, willful Employee’s abuse of or gross negligence, dependency on alcohol or fraud, embezzlement drugs (illicit or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iiiotherwise) failure to adhere to the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his Employee’s performance of his duties under this Agreementfor the Company or an affiliate which results in material demonstrable financial or economic harm to the Company; (iii) Employee’s commission of any material fraud, embezzlement or theft or any deliberate misappropriation of money or other assets of the Company or an affiliate which results in material demonstrable financial or economic harm to the Company; (iv) Employee’s material breach of any fiduciary duties of the Company or any affiliate, which results in material demonstrable financial or economic hard to the Company; (v) Employee’s willful material failure to cooperate in good faith with a governmental or internal investigation of the Company or an affiliate or any of its directors, managers, officers or employees which results in material demonstrable financial or economic harm to the Company; (vi) Employee’s material failure to follow Company policies, including the Company’s code of conduct and/or code of business ethics, as may be in effect from time to time which results in material demonstrable financial or economic harm to the Company; or (vivii) breach Employee’s conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that (A) in any material respect of the terms cases where a cure is possible, Employee shall first be provided with notice and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoinga 45-day cure period, (iB) Employee shall have the Executive ability to be represented by counsel of his choosing and such counsel shall be given written notice included in all relevant communications, Board meetings and proceedings, and (C) Employee’s performance of any action services or activities that are described in the last sentence of Section 2 shall not give constructive grounds for a termination for “Cause”. No act, or failure to act that act, on the part of Employee shall be considered “willful” unless it is alleged to constitute Cause (a "Default")done, and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period or omitted to be subject to extension done, by Employee in bad faith or without reasonable belief that the Employee’s action or omission was in the discretion best interests of the CEO orCompany. Any act, in his absenceor failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the duly informed advice of Directors; outside or inside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and (ii) regardless in the best interests of whether the Executive is able to cure any Default, Company. The cessation of employment of the Executive Employee shall not be deemed to be for Cause unless and until there shall have been terminated delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than 3/4ths of the entire membership of the Board at a meeting of the Board called and held for Cause without such purpose (x) after reasonable prior written notice is provided to the Executive setting forth the reasons for the decision to terminate the Executive for CauseEmployee, (y) and Employee is given an opportunity for the Executiveopportunity, together with his counsel, to be heard by before the CEO orBoard), finding that, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that of the Executive has engaged in actions or Board, Employee is guilty of the conduct described in the preceding sentenceabove, which notice specifies and specifying the particulars of such action or conduct thereof in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. “Cause" ” shall mean the Executive's ’s (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. For purposes of this Agreement, “Cause" ” shall mean the Executive's mean: (i) Executive’s conviction, whether following trial or entry of a guilty plea or a by plea of guilty or nolo contendre with respect tocontendere (or similar plea), in a felony, criminal proceeding (a) on a crime charge of moral turpitude or any crime committed against the Companyinvolving fraud, embezzlement, bribery, forgery, counterfeiting, extortion, dishonesty, or moral turpitude; or (b) on any felony or misdemeanor charge; (ii) engagement in willful misconductany act or omission by Executive involving dishonesty, willful or gross negligencedisloyalty, or fraud, embezzlement or misappropriation relating fraud with respect to significant amounts, in each case in connection with any of the performance of his duties under this AgreementLC Companies; (iii) failure Executive’s breach of fiduciary duty to adhere to the lawful directions any of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinLC Companies; (iv) breach in any material respect of any Executive’s substantial, willful, or repeated disregard of the provisions lawful and reasonable directives of Paragraph 7 the Board clearly communicated in writing to Executive, provided that if such disregard is capable of this Agreement resulting remedy Executive shall have thirty (30) days from receipt of written notification of such disregard by EALIXIR in material and demonstrable economic injury which to MFAremedy such disregard; (v) chronic a breach by Executive of any non-solicitation or persistent other restrictive covenant set forth in any agreement between Executive and any of the LC Companies, including any covenant in Article 4 hereof, provided that if such breach is capable of remedy, Executive shall have thirty (30) days from receipt of written notification of such disregard by EALIXIR in which to remedy such disregard; (vi) Executive’s gross negligence or willful misconduct with respect to any of the LC Companies or its customers, clients, contractors, and/or vendors; (vii) the coming into effect of an order, ruling, or determination by a government body, court, or self-regulatory organization that imposes a bar or disqualification on Executive from employment with EALIXIR (either permanently or for a period exceeding 180 days); (viii) violation of EALIXIR’s policies against unlawful discrimination and harassment; (ix) Executive’s repeated alcohol or substance abuse that materially and adversely affects his performance of his duties under this Agreementwhile performing services for EALIXIR; 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 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 or, in his absence, 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 Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the abandonment or gross dereliction of Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension’s work duties.

Cause. The Company shall have “Cause" shall mean the ” to terminate Executive's ’s employment hereunder upon: (i) conviction, Gross negligence or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement willful misconduct by Executive 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 Executive’s duties under this Agreement; ; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) failure to adhere Executive’s material breach of a material provision of this Agreement that, to the lawful directions extent capable of cure, has remained uncured for a period of thirty (30) days following written notice from the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; Company; (iv) breach in Executive’s violation of any material respect provision of any agreement(s) between Executive and the Company relating to non-competition, nondisclosure and/or assignment of inventions, including without limitation, the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; Restrictive Covenant Agreement; (v) chronic or persistent substance abuse Executive’s breach of any Policy that materially h▇▇▇▇ the Company that, to the extent capable of cure, has remained uncured for a period of thirty (30) days following written notice from the Company; (vi) The Board’s reasonable, good faith determination that Executive has refused to carry out the reasonable and adversely affects his performance lawful instructions of his the Board concerning duties or actions consistent with the Executive’s position with the Company and such event or omission results in demonstrable and material harm to the Company; (vii) Executive’s unlawful use (including being under the 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 (viii) Executive’s commission of any act of fraud, embezzlement, misappropriation, willful misconduct, or (vi) breach in of fiduciary duty against the Company or any material respect of the terms and provisions its affiliates. For purposes of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingAgreement, (i) the Executive shall be given written notice of any action no act or failure to act that shall be considered “willful” unless it 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 done or omitted to be subject to extension done by Executive in bad faith and without Executive’s reasonable belief that he was acting in the discretion best interests of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCompany.

Cause. The Company may terminate Executive’s employment for “Cause" ” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. “Cause” shall mean mean, for purposes of this Agreement: (a) the continued failure by Executive to use good faith efforts in the performance of Executive's ’s duties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (b) the criminal felony indictment of Executive by a court of competent jurisdiction; (c) the engagement by Executive in misconduct that has caused, or, in the good faith judgment of the Board, is reasonably likely to cause, if not discontinued, harm (financial or otherwise) to the Company or its affiliates; such harm to include, without limitation, (i) conviction, the unauthorized disclosure of material secret or entry Confidential Information (as defined in Section 10(d) below) of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude the Company or any crime committed against the Companyof its affiliates, (ii) engagement in willful misconduct, willful the debarment of the Company or gross negligenceany of its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”), 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 revocation of the CEO and/or registration of the Board Company or any of Directors that are reasonably consistent its affiliates with his duties and position provided for hereinthe U.S. Drug Enforcement Administration of any successor agency (the “DEA”); (ivd) the debarment of Executive by the FDA; (e) the continued breach in any material respect of any of the provisions of Paragraph 7 by Executive of this Agreement resulting in material and demonstrable economic injury that is materially injurious to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; the Company, or (vif) breach in any material respect of Executive makes, or is found to have made, a certification relating to the terms Company’s financial statements and provisions of this Agreement resulting in material and demonstrable economic injury public filings that is known to MFAExecutive to be false. Notwithstanding the foregoing, prior to having “Cause” for Executive’s termination (iother than as described in clauses (b) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause and (a "Default"d) above), and an opportunity the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for 20 business Cause within ninety (90) calendar days from of the date Company’s knowledge of such notice in which conduct, events or circumstances, and Executive must have failed to cure such Default, conduct (if curable) within fifteen (15) days after such period demand. References to be subject to extension the Company in the discretion subsections (a) through (f) of this paragraph shall also include affiliates of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionCompany.

Cause. CauseUpon written notice from the Bank or the Company to Executive for “cause.” For purposes of this Agreement, "cause" shall mean the Executive's be (i) conviction, a willful and continued failure by Executive to perform her duties as provided in Section 1 above (other than due to disability); or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconducta breach by Executive of her duties of loyalty, willful care or gross negligence, good faith to the Bank or fraud, embezzlement the Company; 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 CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect a willful violation by Executive of any provision of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (iv) a conviction or the entering of a plea of nolo contendere or similar plea by Executive for any felony or any crime involving fraud, dishonesty or a breach of trust; or (v) a breach of the Bank's Code of Ethics, or (vi) commission by Executive of a willful or negligent act which causes material harm to the Bank or the Company; or (vii) habitual absenteeism, alcoholism or other form of drug or other addiction; or (viii) any violation of laws or regulations such that Executive ceases to be eligible to serve as an executive officer of a depository institution or a depository institution holding company; or (ix) Executive becomes ineligible to be bonded at costs consistent with the Bank’s and/or the Company's other executive officers. In addition, if Executive shall terminate her employment asserting a breach in any material respect of the terms and provisions of this Agreement resulting by the Bank and/or the Company 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"accordance with Section 4(e), and an opportunity it is ultimately determined that no reasonable basis existed for 20 business days from Executive's termination on account of the date alleged default of such notice in which to cure such Defaultthe Bank and/or the Company, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive event shall not be deemed to have been terminated be for Cause without (x) reasonable prior written notice to the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a “cause” pursuant hereto. Any notice of termination approved by said CEO orof Executive's employment with the Bank for cause shall set forth, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail, the facts and circumstances claimed to provide the basis for termination of her employment under the provisions contained herein; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.or

Cause. As used herein, "Cause" shall mean a termination for one or more of the following reasons, as determined by a majority vote of the Board: (i) Executive's continuing failure to render services to the Company in accordance with his assigned duties consistent with Section 1 of the employment letter agreement by and between the Executive and the Company dated October 23, 1997 ("Employment Agreement") and such failure of performance continues for a period of more than 120 days after notice thereof has been provided to the Executive by the Board; (ii) the Executive's willful misconduct or gross negligence; (iiii) conviction, or entry the Executive is convicted of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case either in connection with the performance of his duties under this Agreement; (iii) failure to adhere obligations to the lawful directions Company or which conviction materially adversely affects his ability to perform such obligations, or materially adversely affects the business activities, reputation, goodwill or image of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinCompany; (iv) willful disloyalty, deliberate dishonesty, breach in any material respect of any fiduciary duty or breach of the provisions terms of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFAthe Employment Agreement; (v) chronic the commission by the Executive of an act of fraud, embezzlement or persistent substance abuse that materially and adversely affects his performance deliberate disregard of his duties under this Agreementthe rules or policies of the Company which results in significant loss, damage or injury to the Company; (vi) the Executive's willful unauthorized disclosure of any trade secret or confidential information of the Company; or (vivii) breach in Executive's willful commission of an act which constitutes unfair competition with the Company or which induces any material respect employee or customer of the terms Company to break a contract with the Company. In making any determination under this Section 1(a), the Board shall act fairly and provisions in utmost good faith and shall give the Executive an opportunity to appear and be heard at a meeting of the Board or any committee thereof and present evidence on his behalf. For purposes of this Agreement resulting in material and demonstrable economic injury Section, no act, or failure to MFA. Notwithstanding the foregoingact, (i) by the Executive shall be given written notice of any action considered "willful" unless done, 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 admitted to be subject to extension in the discretion of the CEO ordone, in his absence, the Board of Directors; and (ii) regardless of whether by the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause in bad faith and without (x) reasonable prior written notice to the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion belief that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct omission was in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks best interest of the date of suspensionCompany.

Cause. For purposes of this Agreement, “Cause" ” shall mean the Executive's (i) Executive’s conviction, whether following trial or entry of a guilty plea or a by plea of guilty or nolo contendre with respect tocontendere (or similar plea), in a felony, criminal proceeding (a) on a crime charge of moral turpitude or any crime committed against the Companyinvolving fraud, embezzlement, bribery, forgery, counterfeiting, extortion, dishonesty, or moral turpitude; or (b) on any felony or misdemeanor charge; (ii) engagement in willful misconductany act or omission by Executive involving dishonesty, willful or gross negligencedisloyalty, or fraud, embezzlement or misappropriation relating fraud with respect to significant amounts, in each case in connection with the performance of his duties under this AgreementCorporation; (iii) failure to adhere Executive’s breach of fiduciary duty to the lawful directions Corporation or any of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for hereinits subsidiaries; (iv) breach in any material respect Executive’s dishonest or unlawful conduct which would constitute a felony or crime of any moral turpitude, or which would tend to undermine the reputation of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFACorporation; (v) chronic a breach by Executive of any non-solicitation or persistent substance abuse other restrictive covenant set forth in any agreement between Executive and the Corporation, including any covenant in the Confidentiality Agreement, provided that materially if such breach is capable of remedy, Executive shall have thirty (30) days from receipt of written notification of such disregard by the Corporation in which to remedy such disregard; (vi) Executive’s gross negligence or willful misconduct with respect to the Corporation; (vi) violation of the Corporation’s policies against unlawful discrimination and adversely affects his performance harassment; (vii) abandonment or gross dereliction of his duties under this AgreementExecutive’s work duties; or (viix) breach in any material respect other reason that would constitute “cause” or “just cause” under the common law of the terms and provisions State 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 Delaware 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 termination of the CEO or, in his absence, 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 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 employment by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionemployer.

Cause. For purposes of this Agreement, “Cause" shall mean the Executive's ” will mean: (i) convictionthe Executive’s willful and continued failure to substantially perform her material duties as an executive of 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 by the Board, (ii) the Executive’s willful misconduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise, (iii) the Executive’s engaging in egregious misconduct involving serious moral turpitude to the extent that her creditability and reputation no longer conforms to the standard of senior executive officers of the Company (iv) the Executive’s conviction of, or entry of a guilty plea or a plea of guilty or nolo contendre with respect contendere to, a felony, (v) the Executive’s material breach of a crime material written policy of moral turpitude or any crime committed against the Company, (iivi) 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) Executive’s failure to adhere to reasonably cooperate with any audit or investigation involving the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic Company or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreementits business practices; or (vivii) the Executive’s material breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFAAgreement. Notwithstanding the foregoing, (i) The Board must give the Executive shall be given at least thirty (30) days written notice of any action its intent to terminate her for Cause, specifying the act(s) or omission(s) alleged to justify the for Cause termination, and an opportunity to cure such act(s) or omission(s), where feasible, within the thirty (30) day period. In addition, the Executive’s employment will be deemed to 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 that on the Executive’s part will be considered “knowing” or “willful” unless it is alleged to constitute Cause (a "Default")done, and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period or omitted to be subject to extension done, by her in bad faith or without reasonable belief that her action or omission was in the discretion best interests of the CEO orCompany. Any act, or failure to act, based upon authority given pursuant to a resolution duly of the Board or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, in his absence, good faith and in the Board best interests of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not Company. In no event will a termination be deemed to have been terminated occur for Cause without (x) reasonable prior written notice to the 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 CEO or, in his absence, ” unless such termination occurs within 90 days after the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks becomes aware of the date of suspensioncircumstance or event giving rise thereto.

Cause. Executive’s employment under this Agreement may be terminated by Company for “Cause" ,” which shall mean the Executive's existence or occurrence of one or more of the following conditions or events: (i) convictionExecutive's commission of fraud, deceit, misappropriation, theft, embezzlement, financial misrepresentation or entry other similar behavior or action; (ii) Executive being convicted of a guilty plea or entering a plea of guilty or nolo contendre with respect to, contendere to any crime which constitutes a felony, a crime of moral turpitude felony offense or any crime committed against the Company, (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; involving moral turpitude; (iii) failure Executive's actions or failure(s) to adhere to the lawful directions act constitute a material conflict of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; interest; (iv) Executive's intentional, reckless, or grossly negligent conduct results in damage of a material nature to any property or business interests of Company, RCL, or any of their past and present subsidiaries, affiliates, officers, directors, board members, employees, agents, or assigns (collectively with RCL, “Affiliates”); (v) Executive's actions or failure(s) to act constitute a material breach of Executive’s duties; or (vi) Executive’s failure to follow the lawful directives of Company or RCL, with respect to Executive’s duties hereunder or to comply with Company or RCL policies, as from time to time constituted or amended. In the event Executive shall become the subject of an arrest, indictment, charge, or information, or any other judicial or quasi-judicial proceeding brought by any state or federal law enforcement or administrative agency, relating to the alleged commission by Executive of any crime described in any material respect Section 6(d)(ii), Company may, at its election, immediately suspend Executive, without compensation, pending an acquittal or satisfactory (to Company in its sole discretion) dismissal or other disposition of any of the foregoing. In the event of any such acquittal or satisfactory dismissal or other disposition of charges following the suspension of Executive by Company, upon reinstatement of Executive, Company's obligation to compensate Executive during the suspension shall be the lesser of Executive's unpaid annual Base Compensation during the period of suspension or Executive's annual Base Compensation for a period of one (1) year from the date of the suspension. No termination of Executive's employment hereunder by Company for Cause shall be effective as a termination for Cause unless the provisions of Paragraph 7 this Section 6(d) shall first have been complied with. Any termination of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties Executive’s employment by Company under this Agreement; Section 6(d) shall be communicated by written notice to Executive given in accordance with Section 14 hereof (“Notice of Termination”). Termination for Cause as a result of events set forth in Sections 6(d)(i) through (iv) above shall be effective immediately upon delivery of the Notice of Termination. In the event of a Termination for Cause as a result of the events set forth in Section 6(d)(v) 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 foregoingabove, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause have fifteen (a 15) days (the "DefaultCure Period"), and an opportunity for 20 business days ) from the date Executive receives a Notice of such notice in which Termination to remedy and cure any alleged Cause supporting any termination pursuant to this Section 6(d)(v) or (vi). If Executive fails to cure such Defaultalleged Cause within the Cure Period (during which time Company, such period to be subject to extension in the discretion of the CEO orat its sole discretion, in his absencemay suspend Executive without compensation), the Board of Directors; Executive's employment hereunder and (ii) regardless of whether the Executive is able to cure any Default, the Executive this Agreement shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to then immediately terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. The Company shall have “Cause" shall mean ” to terminate Executive’s employment hereunder if the Executive's Board determines, in good faith, that any of the following have occurred: (i) convictionExecutive’s (A) willful failure or continual neglect to perform Executive’s material responsibilities under this Agreement, or entry of a guilty plea or a plea of nolo contendre with respect toin each case, a felony, a crime of moral turpitude or any crime committed against that causes material and demonstrable damage to the Company, or (B) failure to comply with, in any material respect, any of the Company’s Policies, which failure is not remedied by Executive within thirty (30) days after receiving written notice from the Board specifying such failure; (ii) engagement Executive failed in willful misconductany material respect to carry out or comply with any lawful and reasonable written directive of the Board consistent with the terms of this Agreement (other than as a result of Executive’s Disability), willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amountswhich failure is not remedied by Executive within thirty (30) days after receiving written notice from the Board specifying such failure; (iii) Executive’s breach, in each case in connection with any material respect, of the performance Confidentiality Agreement or Sections 6 or 7 of his this Agreement or any material written Policy of the Company, which breach is not remedied, if possible, by Executive within thirty (30) days after receiving written notice from the Board specifying such failure; (iv) Executive’s conviction or plea of no contest (or of nolo contendere), for any felony or for any crime involving moral turpitude; (v) Executive’s unlawful use (including being under the 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; (iii) failure to adhere to the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or or (vi) Executive’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach in of fiduciary duty against the Company or 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionaffiliates.

Cause. Employer may terminate Employee’s employment for Cause" . Termination for “Cause” shall mean the Executive's termination because of Employee’s (i) convictionunsatisfactory job performance, (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 Parent in good faith, (iii) failure to substantially follow directions of the Chief Executive Officer and/or the general partner of Employer or the Board of Directors of Parent that are consistent with his duties under this Agreement, provided, that no act, or failure to act, on Employee’s part shall be deemed to constitute Cause unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee’s act, or failure to act, was in or not opposed to the best interest of Employer, (iv) conviction of, or entry of a pleading of guilty plea or a plea of nolo contendre with respect contendere to, a felony, a any crime of involving moral turpitude or entry of an order duly issued by any crime committed against federal or state regulatory agency having jurisdiction in the Companymatter permanently prohibiting Employee from participating in the conduct of the affairs of Employer, Parent or their affiliated entities, or (v) any other material breach of any provision of this Agreement. Items (i), (ii), (iii) engagement and (v) of this Section shall not constitute Cause unless Employer or Parent notified Employee thereof in willful misconductwriting, willful specifying in reasonable detail the basis therefor and stating that it is grounds for Cause. Furthermore, if Employee’s actions are curable, items (i), (ii), (iii) and (v) of this Section shall not constitute Cause unless Employee fails to cure such matter within thirty (30) days after such notice is sent or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties given under this Agreement; . Notwithstanding the previous sentence, if Employer has given notice to Employee of the same action covered by item (i), (ii), (iii) failure to adhere to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; ), or (iv) breach in any material respect of any on three separate occasions, Cause shall exist for terminating Employee upon the giving of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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")third notice, and an opportunity for 20 business days from Employee shall not have the date of such notice in which right to cure such Default, such period to be subject to extension in matter covered by the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive third notice. It is able to cure any Default, the Executive understood that “Cause” shall not be deemed include a failure to have been terminated for Cause without (x) reasonable prior written notice perform due to the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionDisability.

Cause. For purposes of this Agreement, “Cause" shall mean the Executive's ” for termination will mean: (i) conviction, or entry the commission of a guilty plea or a plea an act of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amountsdishonesty by Employee that has a material adverse impact on the Company or any successor or affiliate thereof; (ii) a conviction of, in each case in connection with the performance or plea of his duties under this Agreement“guilty” or “no contest” to, a felony by Employee; (iii) failure to adhere to the lawful directions any unauthorized use or disclosure by Employee of confidential information or trade secrets of the CEO and/or the Board of Directors Company or any successor or affiliate thereof that are reasonably consistent with his duties and position provided for hereinhas a material adverse impact on any such entity; (iv) breach in any Employee’s gross negligence, insubordination or material respect violation of any duty of loyalty to the provisions Company or any other material misconduct on the part of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFAEmployee; (v) chronic Employee’s ongoing and repeated failure or persistent substance abuse that materially and adversely affects his performance refusal to perform or neglect of his Employee’s duties under as required by this Agreement, which failure, refusal or neglect continues for fifteen (15) days following Employee’s receipt of written notice from the SVP – Commercial, CEO of any member of the Board stating with specificity the nature of such failure, refusal or neglect; or (vi) Employee’s breach in of any material respect of the terms and provisions provision of this Agreement, Employee Handbook, Code of Ethical Business Conduct or the Employee Proprietary Information and Inventions Agreement resulting referred to 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"Section 5(b), 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend that prior to the Executive with pay until such time as his right to appear before the CEO or determination that “Cause” has occurred, if the Board of Directorsdetermines in good faith that Employee’s action or breach is remediable, as the case may beCompany shall (1) provide to Employee in writing, has been exercisedin reasonable detail, so long as the reasons for the determination that such appearance is within two “Cause” exists, (2) weeks other than with respect to clause (v) above which specifies the applicable period of time for Employee to remedy her breach, afford Employee a reasonable opportunity to remedy any such breach, and only to the extent such breach is remediable, in the good faith determination of the date of suspensionBoard, (3) provide Employee an opportunity to be heard prior to the final decision to terminate Employee’s employment hereunder for such “Cause” and (4) make any decision that such “Cause” exists in good faith.

Cause. Cause" shall mean The Company may terminate the Executive's (i) conviction, ’s employment during the Employment Period with or entry without Cause. For purposes of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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, “Cause” shall mean: (i) the willful and continued failure of the Executive shall be given to perform substantially the Executive’s duties with the Company or one of its affiliated companies (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive’s delivery of a Notice of Termination for Good Reason), after a written notice demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of any action the Company that specifically identifies the manner in which the Board or Chief Executive Officer of the Company 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. 6 For purposes of this provision, no act or failure to act that act, on the part of the Executive, shall be considered “willful” unless it is alleged to constitute Cause (a "Default")done, and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period or omitted to be subject to extension done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the discretion best interests of the CEO Company and its affiliated companies. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or if Holdings is not the ultimate parent entity of the Company and is not publicly traded, the board of directors (or, in his absencefor a non-corporate entity, equivalent governing body) of the Board ultimate parent of Directors; the Company (the “Applicable Board”) or upon the instructions of the Chief Executive Officer of Holdings or the Company or a senior officer of the Company and (ii) regardless its affiliated companies or based upon the advice of whether counsel for the Company and its affiliated companies shall be conclusively presumed to be done, or omitted to be done, by the Executive is able to cure any Default, in good faith and in the best interests of the Company and its affiliated companies. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been terminated for Cause without (x) reasonable prior written notice delivered to the Executive setting forth a copy of a resolution duly adopted by the reasons for affirmative vote of not less than three-quarters of the decision to terminate entire membership of the Applicable Board (excluding the Executive if the Executive is a member of the Applicable Board) at a meeting of the Applicable Board called and held for Causesuch purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, (y) an opportunity together with counsel for the Executive, together with his counsel, to be heard by before the CEO orApplicable Board), finding that, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that of the Applicable Board, the Executive has engaged in actions or is guilty of the conduct described in the preceding sentencesubparagraph (i) or (ii) above, which notice specifies and specifying the particulars of such action or conduct thereof in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. CauseThe Company may, at its option, immediately terminate this Agreement due to a material breach hereof by Employee, or for "JUST CAUSE." Notwithstanding anything herein to the contrary, in the event of a termination for either of such reasons, all obligations of any nature of the Company, except for compensation which 3 will have accrued up to the date of termination, shall mean terminate. "JUST CAUSE" hereunder shall be limited to one of the Executive's following grounds: (i) convictionWillful failure to follow customer prescribed quality control procedures, or entry of after notice thereof, and a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, reasonable opportunity to cure; (ii) engagement in willful misconductAny material conflict of interest, willful or gross negligence, or fraud, embezzlement or misappropriation relating except a material conflict of which the Company has been notified and the Company has agreed to significant amounts, in each case in connection with the performance of his duties under this Agreement; allow; (iii) failure Employee's use of Company's proprietary information for his own benefit or in a way adverse to adhere to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; Company's interests; (iv) Employee's breach in any material respect of the terms and conditions of Section 8 hereof; (v) Employee has materially breached any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 Employee's refusal, after notice thereof, to perform specific directives 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 or, in his absence, the Board of Directors; Directors which are consistent with the scope and nature of Employee's duties and responsibilities as set forth herein; (iivii) regardless Habitual drunkenness or use of whether drugs (unless medically prescribed) which interferes with the Executive is able performance of Employee's obligations hereunder; (viii) Employee's engagement at any time in any act of fraud, embezzlement or Employee's admission or conviction of or plea of nolo contendere to cure a felony or of any Defaultcrime at any time involving moral turpitude, fraud, or misrepresentation; (ix) Any gross or willful misconduct of Employee at any time resulting in a material loss to the Executive shall not be deemed Company, substantial damage to have been terminated for Cause without the Company's reputation, or theft or defalcation from the Company; (x) reasonable prior written notice Any intentional act of Employee having the purpose of materially injuring the reputation, business or business relationships of the Company; or (xi) Any breach by Employee of his fiduciary duty to the Executive setting forth Company, or the reasons for restrictive covenants contained in Section 8 hereof, or of any policy, written or unwritten, of the decision to terminate the Executive for CauseCompany (e.g., (y) an opportunity for the Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board prohibition of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described sexual harassment in the preceding sentence, which notice specifies the particulars of such action work place or conduct discrimination in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionhiring practices).

Cause. The Employee’s employment may be terminated at any time by the Company with or without Cause" shall mean the Executive's . For purposes of this Agreement, “Cause” means (i) convictionthe willful failure by the Employee to perform such duties as are reasonably requested by the Managers, or entry as determined in good faith by the Managers, and such failure shall have continued for a period of a guilty plea or a plea ten (10) days after the Company gives written notice to Employee specifying such failure, (ii) the failure by the Employee to observe material Company policies generally applicable to employees of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (iiiii) engagement gross negligence or willful misconduct by the Employee 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 duties, as determined in good faith by the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; Managers, (iv) breach in the commission by the Employee of any act of fraud (including, without limitation, any material respect of misrepresentation made by Employee to the Company or any of its predecessors or affiliates, including, without limitation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and their respective agents, in connection with such party’s evaluation of Employee as a prospective employee), theft or financial dishonesty with respect to the provisions Company or any of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; its Affiliates (as defined hereinafter), (v) chronic the Employee’s indictment, conviction of, or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty, (vi) breach in of any material respect provision of this Agreement, (vii) failure of the terms and provisions of Employee to obtain or retain any permits, licenses or approvals which may be required by any state or local authorities in order to permit the Employee to continue employment in the ordinary course as contemplated by this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoingAgreement, (iviii) chronic absenteeism or (ix) alcohol or other substance abuse by the Executive Employee. “Without Cause” shall be given mean a termination by the Company of the Employee’s employment during the Employment Period for any reason other than a termination based upon Cause, death or Disability (including, without limitation, by reason of the Company’s delivery of written notice of termination pursuant to Section 2). For purposes of this Agreement, the term “Affiliates” shall mean, with respect to any action person or failure to act that is alleged to constitute Cause (a "Default")entity, and an opportunity for 20 business days from the date of such notice in which to cure such Defaultany person or entity controlling, controlled by, or under common control with, such period to be subject to extension in the discretion of the CEO or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his person or 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 action or conduct in reasonable detailentity; provided, howeverthat, MFA may suspend for the Executive purposes of this definition, “control” (including, with pay until such time as his right to appear before correlative meanings, the CEO or the Board of Directorsterms “controlled by” and “under common control with”), as used with respect to any person or entity, shall mean the case may bepossession, has been exerciseddirectly or indirectly, so long as such appearance is within two (2) weeks of the date power to direct or cause the direction of suspensionthe management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

Cause. For purposes of this Agreement, “Cause" shall mean the Executive's ” exists if: (i) conviction, you for any reason are unable to render or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against fail to render your duties for the CompanyCompany and its subsidiaries, (ii) engagement you violate the policies or procedures of the Company or any of its subsidiaries, as such policies and procedures are adopted or modified from time to time, or you fail to follow directives of a higher level executive or the Board, (iii) you are negligent or engage in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case misconduct in connection with the performance of his your duties under this Agreement; (iii) failure to adhere to for the lawful directions Company or any of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; its subsidiaries, (iv) breach you commit any act of personal dishonesty intended to result in your personal enrichment at the expense of the Company or any of its subsidiaries or any act of fraud or misappropriation of property of the Company or any of its subsidiaries, (v) you are convicted of or have entered a plea bargain or settlement admitting guilt for any felony, (vi) you are convicted of or have entered a plea bargain or settlement admitting guilt for any misdemeanor involving financial misconduct or matters relating to the business of the Company, (vii) you are the subject of any order, judicial or administrative, obtained or issued by the United States Securities and Exchange Commission or any similar regulatory body of the United States or of any State of the United States, for any securities violation involving fraud, including, for example, any such order consented to by you in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied or (viii) there is any material respect breach by you of this Agreement which after a reasonable cure period under the applicable circumstances remains uncured. You have represented to the Company that you have not heretofore suffered any of the provisions of Paragraph 7 of this Agreement resulting matters set forth in material and demonstrable economic injury to MFA; sub-clauses (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or through (vivii) 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionSection 8.

Cause. The Company may terminate Executive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" shall mean to terminate Executive's employment hereunder upon: (i) the continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after written demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes Executive has not substantially performed his duties; (ii) dishonesty by Executive of a material nature that relates to the performance of the Executive's (i) convictionduties hereunder or the commission by Executive of an act of fraud upon, or entry willful misconduct toward, the Company, as reasonably determined by the CBI Board after a hearing following ten days' notice to Executive of such hearing; (iii) criminal conduct by Executive (other than minor infractions and traffic violations) or the conviction of Executive, by a guilty plea court of competent jurisdiction, of any felony (or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; contendere thereto); (iv) a material violation by Executive of his duty of loyalty to the Company which results or may result in material injury to the Company; (v) Executive's addiction to alcohol, drugs or any other controlled substances; (vi) Executive's material breach in any material respect of any of the provisions covenants contained in Sections 2(c) or 2(d) of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (vii) the failure of Executive to cease any conduct determined by the Chief Executive Officer of the Company to be detrimental to the well-being or morale, or otherwise not in the best interest, of the Company after written demand directing Executive to cease such conduct is delivered by the Company specifically identifying such conduct and demanding cessation thereof. If the effect of the occurrence of the event described in clauses (i) through (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 foregoingSection 4(b) may be cured, (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 have the 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 or, in his absence, 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 such effect for Cause without (x) reasonable prior written notice to the 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 CEO or, in his absence, the Board a period of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks 30 days following receipt of the date Company's Notice of suspensionTermination.

Cause. For purposes of this Agreement, “Cause" ” shall mean the Executive's mean: (i) convictionthe Executive’s willful and continued failure to satisfactorily perform the Executive’s duties as an executive of the Company (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for performance is delivered to the Executive, which demand specifically identifies the manner in which the Executive has not satisfactorily performed the Executive’s duties, and which gives the Executive at least thirty (30) days to cure such alleged deficiencies, (ii) the Executive’s willful misconduct or dishonesty, which is demonstrably and materially injurious to the Company or an affiliate, monetarily, reputationally, or entry of a guilty plea or a plea of nolo contendre with respect tootherwise, a felony, a crime of (iii) the Executive’s engaging in egregious misconduct involving serious moral turpitude or any crime committed against that results in the Executive’s credibility and reputation no longer conforming to the standard of officers of the Company, (iiiv) engagement in willful misconductthe Executive’s refusal or failure to substantially comply with the Company’s human resources rules, willful policies, directions or gross negligencerestrictions relating to harassment or discrimination, or fraudto substantially comply with the Company’s Code of Business Conduct and, embezzlement in addition, any applicable written rules, policies, directions or misappropriation restrictions relating to significant amountscompliance or risk management, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic the Executive’s commission of any act that could result in the legal disqualification of the Executive from being employed by the Company or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or an affiliate, (vi) breach the Executive’s failure to reasonably cooperate with the Company or an affiliate in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoinginternal investigation or administrative, regulatory or judicial proceeding, or (ivii) the Executive shall be given written notice Executive’s conviction of, or plea of any action nolo contendere to, a felony 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 or, in his absenceother crime involving moral turpitude. In addition, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive Executive’s employment shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to 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 Section 5(h), an action shall not be “willful” if the 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion reasonably believed that the Executive has engaged in actions or conduct described such action was in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks best interests of the date of suspensionCompany.

Cause. Employer shall have the right to terminate Executive’s employment by giving written notice of such termination to Executive upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Cause" shall mean the ”): (a) any willful act or omission by Executive's , other than as a result of Executive’s Disability, that causes material harm and represents (i) convictiona material breach of any of the terms of this Agreement or (ii) any breach of Article 5 of this Agreement; (b) Executive’s conviction of, or entry of a pleading guilty plea or a plea of nolo contendre with respect contendere to, a felonycrime that constitutes a felony or a misdemeanor involving dishonesty or moral turpitude; (c) Executive’s willful and material violation of the written rules, a crime of moral turpitude or any crime committed against the Companyregulations, (ii) engagement in willful misconduct, willful or gross negligenceprocedures, or policies relating to the conduct of employees, directors or officers of any member of the QTS Companies that cause material harm; (d) any commission by Executive of an act of dishonesty, theft, fraud, embezzlement or material 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 CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect property of any of the provisions QTS Companies; or (e) any act by Executive that will or is reasonably expected to have, a significant adverse effect on the business or reputation of Paragraph 7 any member of the QTS Companies unless such act was taken with the good faith belief that it was in the best interest of any member of the QTS Companies. Except as provided in Section 4.1.1 of this Agreement resulting Agreement, any termination of Executive by Employer for any reason, including without limitation, a termination for alleged failures of performance or a termination in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance connection with a nonrenewal of his duties under this Agreement; or (vi) breach in any material respect , shall be deemed a termination without Cause, unless it is established that the reason for the termination was the occurrence of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, an event constituting Cause. (i) the Employer shall have first given Executive shall be given written notice of any action stating with reasonable specificity the act(s) on which such termination is premised within twenty (20) days after the party providing such notice becomes aware or failure to act that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from the date reasonably should have become aware of such notice in which to cure such Defaultact, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless at least two-thirds of whether the Executive members of the Board find that the act alleged to be Cause constitutes Cause and has not been cured or remedied within thirty (30) days after receipt of such notice, and provided, such act is able to cure any Defaultof such a nature that it cannot with due diligence be cured within the time required, the Executive shall not be deemed have commenced, or shall not thereafter diligently prosecute to have been terminated for Cause without (x) reasonable prior written notice completion, all steps necessary to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, cure such act alleged to be heard by the CEO or, in his absence, the Board Cause within a reasonable period of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensiontime.

Cause. “Cause" ” for the Company to terminate Employee’s employment hereunder shall mean the Executive's occurrence of one or more of the following, as reasonably determined by the President and/or Board: (i) convictionthe final conviction of Employee of, or entry Employee’s plea of a guilty plea or nolo contendere to, any felony or a plea crime involving dishonesty, fraud, or moral turpitude; (ii) the indictment of nolo contendre with respect to, a felony, Employee for any felony or a crime of involving dishonesty, fraud, or moral turpitude which, in the reasonable good-faith judgment of the Board, has materially damaged, or any crime committed could materially damage, the reputation of the Company or would materially interfere with the performance of services by the Employee; (iii) the willful commission of fraud, nonincidental misappropriation, embezzlement, or other dishonest act by Employee against the Company; (iv) Employee’s use of illegal drugs or alcohol on the Company’s premises, Employee’s use of illegal drugs or alcohol having an adverse effect on the performance of the Employee’s duties hereunder, or Employee’s use of illegal drugs or alcohol which, in the reasonable good-faith judgment of the Board, has materially damaged, or could materially damage, the reputation of the Company; (iiv) engagement in Employee’s willful misconductfailure, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, gross misconduct in each case in connection with the performance of his duties under this Agreementto the Company; (iiivi) failure to adhere to Employee’s malfeasance in the lawful directions of the CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreementhereunder; (vii) Employee’s nonfeasance in the performance of his duties hereunder not cured within ten (10) business days after notice of such nonfeasance; (viii) Employee’s failure to follow a written order which is both legal and reasonable; or (viix) Employee’s 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, not cured within ten (i10) the Executive shall be given written business days after 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 or, in his absence, 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 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 CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionbreach.

Cause. QTS LLC shall have the right to terminate Executive’s employment by giving written notice of such termination to Executive upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Cause" shall mean the ”): (a) any willful act or omission by Executive's , other than as a result of Executive’s death or Disability, that causes material harm and represents a breach of Section 5.1; (ib) convictionExecutive’s conviction and exhaustion of all appeals of, or entry of a pleading guilty plea or a plea of nolo contendre with respect contendere to, a felony, crime that constitutes a crime felony involving dishonesty or moral turpitude; or (c) Executive’s willful commission of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful or gross negligence, or an act of fraud, embezzlement embezzlement, misappropriation or misappropriation relating to significant amounts, in each case in connection with the performance breach of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of fiduciary duty against any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFAQuality Companies; (v) chronic or persistent substance abuse provided 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 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 applicable Quality Company. Any act or failure to act, based upon specific authority given pursuant to a resolution duly adopted by the Board or a committee thereof or based on the advice of counsel for the Company or the General Partner shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the applicable Quality Company. Except as provided in Section 4.1.1 of this Agreement, any termination of Executive by the Company for any reason, including without limitation, a termination for alleged failures of performance, shall be deemed a termination without Cause, unless it is alleged to constitute Cause established that the reason for the termination was the occurrence of an event constituting Cause. (a "Default"), and an opportunity for 20 business i) QTS LLC shall have first given Executive written notice stating with reasonable specificity the act(s) on which such termination is premised within twenty (20) days from after the date party providing such notice becomes aware or reasonably should have become aware of such notice in which to cure such Defaultact, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless the Board by affirmative vote of whether at least three-fourths of its members (other than Executive if then serving as a member of the Executive Board) find that the act alleged to be Cause constitutes Cause, has not been cured or remedied within thirty (30) days after receipt of such notice, and provided, such act is able to cure any Defaultof such a nature that it cannot with due diligence be cured within the time required, the Executive shall not be deemed have commenced, or shall not thereafter diligently prosecute to have been terminated for Cause without (x) reasonable prior written notice completion, all steps necessary to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, cure such act alleged to be heard by the CEO or, in his absence, the Board Cause within a reasonable period of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or 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 action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensiontime.

Cause. Cause" shall mean The Company may terminate the Executive's employment ----- hereunder for Cause. For purposes of this Employment Agreement, the Company shall have "cause" to terminate the Executive's hereunder upon: (i) conviction, or entry The conviction of Executive of a guilty plea felony or a plea other crime involving theft, misappropriation of nolo contendre with respect tofunds, a felony, a crime of fraud or moral turpitude or any crime committed against turpitude; (ii) The engaging by Executive in conduct which is demonstrably and materially injurious to the Company, (ii) engagement in willful misconductmonetarily or otherwise, willful or gross negligence, or fraud, embezzlement or misappropriation relating including but not limited to significant amounts, in each case in connection with any material misrepresentation related to the performance of his duties under this Agreement; duties; (iii) failure to adhere Executive's gross negligent or gross misconduct in carrying out his duties hereunder resulting, in either case, material harm to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; Company; (iv) Any breach in any material respect of any of the provisions of Paragraph 7 by Executive of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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 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 event the CEO orbasis for a termination for cause is under subsections 7 (c) (iii) or (iv) above, in his absence, 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 cause unless and until there shall have been delivered to him a copy of the 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 CEO or, in his absence, Resolution of the Board of DirectorsDirectors or any appropriately designated committee at the Board, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion providing that the Executive he has engaged in actions the conduct set forth above in Section 7 (c) (iii) or conduct described in (iv) (as interpreted and enforced consistently with the preceding sentence, which notice specifies 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 30 days of receipt of such action resolution. The parties agree that no allegations concerning the conduct of Executive or conduct in reasonable detail; providedother events, however, MFA may suspend occurrences or activities involving the Executive with pay until such time as his right performance of Executive's duties and obligations under this Employment Agreement known to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of Company prior to the date hereof shall constitute grounds for termination of suspensionExecutive's employment under Section 7 (c). 5. Section 7(e) shall be renumbered as Section 7(f). 6. Section 7(f) shall be renumbered as Section 7(g). 7. A new Section 7(e) shall be inserted as follows:

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean the Executive's (i) convictionpersonal dishonesty, or entry of a guilty plea or a plea of nolo contendre with respect toincompetence, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, breach of fiduciary duty involving personal profit, 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 perform stated duties including, without limitation, the lawful legitimate directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties the Executive's position as Executive Vice President, General Counsel and position provided Chief Operating Officer, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or willful material breach of any provision of this Agreement. Without limiting the foregoing, drunkenness or abuse of any controlled substance or excessive absenteeism not related to illness shall constitute a material breach of this Agreement. To the extent that you unintentionally violate this Agreement or written policies, standards and regulations of the Company, such violation shall not, by itself, constitute "cause" under this paragraph unless (i) it results in material harm to the Company or its subsidiaries; or (ii) if curable, it shall continue uncured for hereinfive business days after written notice thereof from the Company to you; or (iii) it recurs after you have received actual notice of the same or substantially similar violation; or (iv) breach in any material respect it is part of any a pattern of violations evidencing a disregard of the provisions of Paragraph 7 of Executive's duties and obligations under this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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) as the Executive shall be given written notice of any action Vice President, General Counsel and Chief Operating Officer. Any act, or failure to act that is alleged act, based upon authority given pursuant to constitute Cause (a "Default"), and an opportunity resolution duly adopted by the Board or based upon the advice of counsel for 20 business days from the date of such notice in which to cure such Default, such period Company shall be conclusively presumed to be subject done, or omitted to extension be done, by the Executive in good faith and in the discretion best interests of the CEO or, in his absenceCompany. After the Effective Date, the Board cessation of Directors; and (ii) regardless employment of whether the Executive is able to cure any Default, the Executive shall not be deemed to be for Cause unless and until there shall have been terminated for Cause without (x) reasonable prior written notice delivered to the Executive setting forth a copy of a resolution duly adopted by the reasons affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for the decision such purpose (after reasonable notice is provided to terminate the Executive for Cause, (y) and the Executive is given an opportunity for the Executiveopportunity, together with his counsel, to be heard by before the CEO orBoard), finding that, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that of the Board, the Executive has engaged in actions or is guilty of the conduct described in the preceding sentencesubparagraph (i) or (ii) above, which notice specifies and specifying the particulars of such action or conduct thereof in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. Termination of the Executive’s employment for “Cause" ” shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 CEO and/or 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 Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) 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, termination because (i) the Executive shall be given intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or the Bank resulting in his conviction of a felony; (ii) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iii) the Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of any action services for the Corporation or the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Corporation or the Bank. For purposes of this section, no act or failure to act that on the part of the Executive shall be considered “willful” unless it is alleged to constitute Cause (a "Default")done, and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period or omitted to be subject to extension done, by the Executive in bad faith or without reasonable belief that the Executive=s action or omission was in the discretion best interests of the CEO orCorporation or the Bank. Any act, in his absenceor failure to act, based upon authority given pursuant to a resolution duly adopted by the Board Boards or based upon the written advice of Directors; and (ii) regardless of whether counsel for the Corporation or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive is able to cure any Defaultin good faith and in the best interests of the Corporation or the Bank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (xi) reasonable prior written notice to the Executive setting forth the reasons for the decision Employers’ intention to terminate the Executive for Cause, (yii) an opportunity for the Executive, together with his counsel, to be heard by before the CEO or, in his absence, Boards of Directors of the Board of DirectorsEmployers, and (ziii) thereafter delivery to the Executive of a notice Notice of termination approved by said CEO orTermination from the Boards of Directors of the Employers finding that, in his absence, the Board of Directors, stating his or its good faith opinion that of such Boards upon vote of at least 75% of the members of each Board, the Executive has engaged in actions or was guilty of conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspensionset forth above.