Common use of Cause Clause in Contracts

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company shall have of your employment for "Cause" to terminate Employee's employment hereunder shall mean termination upon the occurrence of any of the following (ia) the willful and continued failure by Employee you to perform substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), ) after a demand for substantial performance is delivered to you by the Chairman of the Board or the Vice Chairman of the Board or the President of the Company that which specifically identifies the manner in which the Company such executive believes Employee has that you have not substantially performed his duties your duties, or obligations, (iib) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of illegal conduct which is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphparagraph (iii), no act, or failure to act, on Employee's your part shall be considered "willful" unless done, or omitted to be done, by him not you in good bad faith and without reasonable belief that his your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest interests of the Company. It is also expressly understood that your attention to matters not directly related to the business of the Company shall not provide a basis for termination for Cause so long as the Board has approved your engagement in such activities. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), and finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (a) or (b) of this paragraph (iii) delivery to Employee of a Notice of Termination and specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder only upon the occurrence of any of the following (iA) the willful and continued failure by Employee to perform substantially perform his Employee's duties or obligations hereunder (with the Company, other than any such failure resulting from Employee's incapacity due to physical or mental illness), which continues unabated after a written demand for substantial performance is delivered to Employee by the Company Board that specifically identifies the manner in which the Company Board believes that Employee has not substantially performed his Employee's duties or obligations, (iiB) the willful Employee willfully engaging by Employee in gross misconduct which, in the reasonable opinion of the Board of that is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, an act or failure to act, act on Employee's part shall be considered "willful" unless done, only if done or omitted to be done, done by him not Employee otherwise than in good faith and without reasonable belief that his Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters of the entire membership of the Board, at a meeting of the Board called and held for such purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employee, together with his Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth in clauses (A) or (B) of this subsection (ii) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the termination of your employment by the Company shall have for "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean termination: (i) the upon your willful and continued failure by Employee substantially to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after your issuance of a Notice of Termination (as defined in Section 4(d)) for Good Reason), after a written demand for substantial performance is delivered to you by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee has that you have not substantially performed his duties or obligationsyour duties, (ii) upon your willful and continued failure substantially to follow and comply with the willful engaging by Employee in misconduct which, in the reasonable opinion specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by the CompanyBoard, will which demand specifically identifies the manner in which the Board believes that you have a material adverse effect on the reputation, operations, prospects or business relations of the Companynot substantially performed your duties, (iii) upon your willful commission of an act of fraud or dishonesty resulting in material and demonstrable damage to the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeCompany, or (iv) upon your willful engagement in illegal conduct or gross misconduct that is materially and demonstrably damaging to the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraphSection 4(b), no act, or failure to act, on Employee's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyfaith. Notwithstanding the foregoing, Employee your employment shall not be deemed terminated for "Cause" pursuant to this Section 4(b) unless and until there shall have been terminated for Cause without delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters (i3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Causeyou, (ii) an opportunity for Employeeyou, together with his your counsel, to be heard before the Board and a reasonable opportunity to cure (provided such conduct is capable of being cured)), finding that, in the Board's good faith opinion, you have committed the conduct set forth above in this Section 4(b) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the willful and continued failure by Employee final conviction of or plea of guilty or no contest to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, a felony involving moral turpitude; or (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of that is materially and demonstrably injurious economically to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphSection 6(c), no act, or failure to act, on Employee's part by Executive shall be considered "willful" unless done, or omitted to be done, by him not committed in good bad faith and without a reasonable belief that his action the act or omission was in the best interest interests of the CompanyCompany or any entity in control of, controlled by or under common control with the Company ("Affiliates") thereof. Notwithstanding the foregoing, Employee Cause shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, exist under paragraph (ii) unless and until the Company has delivered to Executive a copy of a resolution duly adopted by three-quarters of the Board (excluding Executive if he should be serving thereon) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any arbitration or court of competent jurisdiction the Board's determination that Cause exists or that Executive has failed to cure any act (iiior failure to act) delivery to Employee of a Notice of Termination in accordance with Section 9(d)that purportedly formed the basis for the Board's determination.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have a termination of employment is for "Cause" to terminate Employee's employment hereunder upon if the occurrence Executive has been convicted of any a felony involving fraud or dishonesty or the termination is evidenced by a resolution adopted in good faith by at least two-thirds of the following Board that the Executive: (i) the willful intentionally and continued failure by Employee continually failed substantially to substantially perform his reasonably assigned duties or obligations hereunder with the Company (other than any such a failure resulting from Employeethe Executive's incapacity due to physical or mental illness), illness or from the Executive's assignment of duties that would constitute "Good Reason" as hereinafter defined) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance is has been delivered by to the Company that specifically identifies Executive specifying the manner in which the Company believes Employee Executive has not failed substantially performed his duties to perform or obligations, (ii) intentionally engaged in conduct which is demonstrably and materially injurious to the willful engaging by Employee in misconduct whichCompany; provided, in the reasonable opinion however, that no termination of the Board Executive's employment shall be for Cause as set forth in clause (ii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the Company, will conduct set forth in clause (ii) and specifying the particulars thereof in detail and (y) the Executive shall have a material adverse effect on been provided an opportunity to be heard in person by the reputation, operations, prospects or business relations Board (with the assistance of the Company, (iii) Executive's counsel if the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to Executive so desires). Neither an indictment for act nor a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willfulintentional" unless done, the Executive has acted or omitted failed to be done, by him not in act with a lack of good faith and without with a lack of reasonable belief that his the Executive's action or omission failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the foregoingcontrary, Employee shall not be deemed no failure to have been terminated for Cause without perform by the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of Executive after a Notice of Termination in accordance with Section 9(d)is given by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate Employee's employment hereunder for term “Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following ” means: (i) the willful and continued failure by of Employee substantially to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness), incapacity) after a written demand for substantial performance is delivered to him by the Company that Board which specifically identifies the manner in which the Company Board believes Employee he has not substantially performed his duties or obligationsduties, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of materially and demonstrably injurious to the Company, (iii) intentional action, materially and demonstrably injurious to Company, which Employee knows would not comply with the conviction laws of Employee the United States or any other jurisdiction applicable to Employee’s actions on behalf of the Company, and/or any felony of its subsidiaries or affiliates, including specifically, without limitation, the entry by Employee of any plea of nolo contendere United States Foreign Corrupt Practices Act, generally codified in response to an indictment for a crime involving moral turpitude15 USC 78 (the “FCPA”), as the FCPA may hereafter be amended, and/or its successor statutes, or (iv) material violation of one or more of the breach by Employee covenants in Article V (except violation of a term or condition the covenant not to compete after termination of this Agreementemployment after Change in Control as discussed herein). For purposes of this paragraph, no act, No act or failure to act, on Employee's part act by Employee shall be considered "“willful" ” unless done, done or omitted to be done, done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The unwillingness of Employee to accept any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, or other action by or at request of the Company in respect of his position, authority, or responsibility that is contrary to this Agreement, may not be considered by the Board to be a failure to perform or misconduct by Employee. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without for purposes of the following Agreement unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-fourths of the entire Board at a meeting of the Board called and held (i) reasonable after a notice to Employee setting forth identifying in reasonable detail the reasons for the Company's intention to terminate for Cause, (ii) manner in which Company believes Cause exists and an opportunity for Employee, together with Employee and his counsel, counsel to prepare for and to be heard before the Board) for the purpose of considering whether Employee has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for Cause hereunder, finding that, in the good faith opinion of the Board, Employee has been guilty thereof, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)specifying the particulars thereof.

Cause. The Company may terminate Termination by the Bank of Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder shall mean termination upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his Employee's duties or obligations hereunder with the Bank (other than any such failure failures resulting from Employee's incapacity due to physical disability or mental illnessfrom Employee's termination for Good Reason), after a demand for substantial performance is delivered by the Company that to Employee which specifically identifies the manner in which the Company Bank believes that Employee has not substantially performed his duties, and Employee has failed to resume substantial performance of those duties or obligations, on a continuous basis within 14 days of receiving such demand; (ii) the Employee's willful engaging by Employee in misconduct whichconduct which is demonstrably and materially injurious to the Bank, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise; (iii) the Employee's conviction of Employee of any a felony or which impairs his ability substantially to perform Employee's duties with the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or Bank; (iv) the Employee's personal dishonesty, incompetence, breach by Employee of a term fiduciary duty for personal profit or condition willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order; or (v) the Employee's material breach of this Agreement. For purposes of this paragraphSubsection, no act, or failure to act, on Employee's the part of the Employee shall be considered deemed "willful" unless done, or omitted to be done, by him Employee not in good faith and without reasonable belief that his Employee's action or omission was in the best interest of the CompanyBank. Notwithstanding Failure to perform duties with the foregoing, Employee Bank during any period of disability shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for constitute Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the conviction of, or plea of guilty or nolo contendere to, a felony; or (ii) willful and continued failure by Employee to use reasonable best efforts to substantially perform his duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illnessillness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 6(d), ) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Employee Executive has not used reasonable best efforts to substantially performed perform his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, duties; or (iii) willful misconduct (including, but not limited to, a willful breach of the conviction provisions of Employee of Section 10) that is materially economically injurious to the Company or to any felony entity in control of, controlled by or under common control with the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or Company (iv) the breach by Employee of a term or condition of this Agreement"Affiliate"). For purposes of this paragraphSection 6(c), no act, or failure to act, on Employee's part by Executive shall be considered "willful" unless done, or omitted to be done, by him not committed in good bad faith and without a reasonable belief that his action the act or omission was in the best interest interests of the Company. Notwithstanding Company or any Affiliates thereof; provided, however, that the foregoing, Employee willful requirement outlined in paragraphs (ii) or (iii) above shall not be deemed to have been terminated occurred if the Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action. Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, shall not exist under paragraph (ii) or (iii) above unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board), and finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) or (iii) delivery and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any court of competent jurisdiction the Board's determination that Cause exists or that Executive has failed to Employee of a Notice of Termination in accordance with Section 9(d)cure any act (or failure to act) that purportedly formed the basis for the Board's determination.

Cause. The Immediately upon written notice by the Company may terminate Employee's employment hereunder to the Executive of a termination for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) Executive’s conviction of (or a plea of guilty or nolo contendere to) a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a determination by a majority of the willful Parent Board in good faith that Executive has (A) willfully and continued failure by Employee continuously failed to perform substantially perform his the Executive’s duties or obligations hereunder (other than any such failure resulting from Employee's the Executive’s Disability or incapacity due to bodily injury or physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Company Parent Board that specifically identifies the manner in which the Company Parent Board believes Employee that the Executive has not substantially performed his duties or obligationsthe Executive’s duties, (iiB) the willful engaging by Employee engaged in misconduct whichillegal conduct, an act of dishonesty or gross misconduct, in each case which is in the reasonable opinion course of the Board of Executive’s employment and materially injurious to Kaman or the Company, will have or (C) willfully violated a material adverse effect on the reputation, operations, prospects requirement of Kaman’s or business relations of the Company, (iii) the conviction ’s code of Employee of any felony conduct or the entry by Employee of any plea of nolo contendere in response Executive’s fiduciary duty to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraph, no act, No act or failure to act, act on Employee's the part of the Executive shall be considered "“willful" ” unless it is done, or omitted to be done, by him not the Executive in good bad faith and without reasonable belief that his the Executive’s action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding the foregoing, Employee Cause shall not be deemed to have been terminated include any act or omission of which the Audit Committee of the Parent Board (or the full Parent Board) has had actual knowledge of all material facts related thereto for Cause at least 90 days without asserting that the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for act or omission constitutes Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Termination by the Company may terminate of the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence shall mean termination as a result of any of the following (i) the willful and continued failure by the Employee to perform substantially perform his duties or obligations hereunder the services contemplated by this Agreement (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Employee by a member or representative of the Board of Directors of the Company that which specifically identifies the manner in which it is alleged that the Company believes Employee has not substantially performed his duties such services, or obligations, (ii) the willful engaging by the Employee in gross misconduct which, in the reasonable opinion of the Board of which is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph; provided that, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good bad faith and without reasonable belief that his such action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding It is also expressly understood that the foregoing, Employee Employee's attention to or engagement in matters not directly related to the business of the Company shall not provide a basis for termination for Cause if such attention or engagement is authorized by the terms of this Agreement or has otherwise been approved by the Board of Directors of the Company. Anything in this Agreement to the contrary notwithstanding, the Employee's employment may not be deemed to have been terminated for Cause without unless and until there shall have been delivered to the following Employee a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (i) after reasonable notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for the Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth in clause (i) or (ii) of this subparagraph (b) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of the CEO upon at least 15 days prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (1) Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any other member of the Company Group, as defined below) or any other crime involving moral turpitude which subjects, or if generally known, would subject, any member of the Company Group to public ridicule or embarrassment, (2) fraud or other willful misconduct by Executive in respect of Executive's obligations under this Agreement, or (3) Executive’s continued willful and intentional failure to substantially comply with the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any reasonable mandates of the following (iCEO commensurate with his/her position after a written demand for substantial compliance is delivered to him/her by the CEO, which demand specifically identifies the mandate(s) with which the willful CEO believes he/she has not substantially complied, and continued which failure is not substantially corrected by Employee him/her within 10 days after receipt of such demand. Executive shall not be considered to have failed to substantially perform his duties comply if (I) he/she fails to so comply by reason of total or obligations hereunder (other than any such failure resulting from Employee's partial incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties illness or obligations, (iiII) the willful engaging requested action is illegal. For the avoidance of doubt, Executive shall not be subject to termination for Cause if Executive acts or refrains from acting: (1) in reliance upon and in accordance with a resolution duly adopted by Employee in misconduct which, in the reasonable opinion of the Board of Directors of Genesis Healthcare, Inc. (the “Board”); (2) in reliance upon and in accordance with the advice of outside counsel to the Company; or (3) in the good faith reasonable belief that an action is in the best interests of the Company (or in the case of refraining from taking an action, will have a material adverse effect on that such action is not in the reputation, operations, prospects or business relations best interests of the Company), provided, however, that the Executive may not act or refrain from acting in reliance upon this Clause (iii3) where the conviction of Employee of any felony CEO has issued a written demand specifically directing the Executive to take or the entry by Employee of any plea of nolo contendere in response to an indictment for refrain from taking a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)specified action.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Company shall have "Cause" to terminate Employee's employment hereunder upon Executive has been convicted of a felony or the occurrence of any termination is evidenced by a resolution adopted in good faith by two-thirds of the following Board of Directors of the Corporation that the Executive: (ia) intentionally and continually failed substantially to perform the willful and continued failure by Employee to substantially perform his Executive’s reasonably assigned duties with the Employer or obligations hereunder the Corporation (other than any such a failure resulting from Employee's the Executive’s incapacity due to physical or mental illness), illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance is performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered by to the Company that specifically identifies Executive specifying the manner in which the Company believes Employee Executive has not failed substantially performed his duties to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or obligationsthe Employer; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b) until (ii1) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of the Employer or the Corporation, setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(b) and specifying the particulars thereof in detail, and (2) the willful engaging Executive shall have been provided an opportunity to be heard in person by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations Directors of the Company, Corporation (iii) with the conviction assistance of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) Executive’s counsel if the breach by Employee of a term or condition of this AgreementExecutive so desires). For purposes of this paragraph, no No act, or nor failure to act, on Employee's part the Executive’s part, shall be considered "willful" “intentional” unless donethe Executive has acted, or omitted failed to be doneact, by him not in with a lack of good faith and without with a lack of reasonable belief that his the Executive’s action or omission failure to act was in the best interest of the CompanyCorporation and the Employer. Notwithstanding anything contained in this Agreement to the foregoingcontrary, Employee shall not be deemed no failure to have been terminated for Cause without perform by the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of Executive after a Notice of Termination in accordance with Section 9(d)is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate Employee's ’s employment hereunder for Cause. For the purposes of this Agreement, the Company shall have "“Cause" ” to terminate Employee's ’s employment hereunder only upon the occurrence of any of the following (iA) the willful and continued failure by Employee to perform substantially perform his Employee’s duties or obligations hereunder (with the Company, other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness), which continues unabated after a written demand for substantial performance is delivered to Employee by the Company Board that specifically identifies the manner in which the Company Board believes that Employee has not substantially performed his Employee’s duties or obligations, (iiB) the willful Employee willfully engaging by Employee in gross misconduct which, in the reasonable opinion of the Board of that is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, an act or failure to act, act on Employee's ’s part shall be considered "“willful" unless done, ” only if done or omitted to be done, done by him not Employee otherwise than in good faith and without reasonable belief that his Employee’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters of the entire membership of the Board, at a meeting of the Board called and held for such purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employee, together with his Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth in clauses (A) or (B) of this subsection (ii) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company of your employment for “Cause” shall have "Cause" to terminate Employee's employment hereunder mean termination upon the occurrence of any of the following (ia) the willful and continued failure by Employee you to perform substantially perform his your assigned duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), ) after a demand for substantial performance is delivered to you by the Chairman of the Board or President of the Company that which specifically identifies the manner in which the Company such executive believes Employee has that you have not substantially performed his your duties or obligations, (iib) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of illegal conduct which is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphparagraph (ii), no act, or failure to act, on Employee's your part shall be considered "“willful" ” unless done, or omitted to be done, by him not you in good knowing bad faith and without reasonable belief that his your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest interests of the Company. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (a) or (b) of this paragraph (ii) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The If the Employee is terminated from employment with the ----- Company may or a subsidiary for Cause (as defined below), then all the Options (whether vested or unvested) shall automatically terminate Employee's employment hereunder for Causeand be cancelled (without any action on the part of the Company) on the date of termination of employment. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon (A) the occurrence engaging by the Employee in willful misconduct that is injurious to the Company or its subsidiaries, (B) the embezzlement or misappropriation of any funds or property of the following Company or its subsidiaries by the Employee or the conviction of the Employee of a felony or the entrance of a plea of guilty or nolo contendere by the Employee to a felony or (iC) the willful and continued failure or refusal by the Employee to substantially perform his or her duties or obligations hereunder responsibilities that continues after being brought to the attention of the Employee (other than any such failure resulting from the Employee's incapacity due to physical or mental illnessdisability), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him or her, not in good faith faith, and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding Determination of Cause shall be made by the foregoing, Committee established to administer the Plan in its sole discretion. Any such determination shall be final and binding on the Employee. The Employee shall not will be deemed to have been terminated provided promptly with the facts and circumstances which form the basis for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate termination for Cause, (ii) an opportunity for Employeeset forth in reasonable detail, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)writing.

Cause. The Company may terminate Employee's the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company The following shall have "constitute Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following : (i) the willful and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's incapacity the Executive’s incapability due to physical or mental illness), illness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason) after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligations, duties; or (ii) the willful engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of that is demonstrably and materially injurious to the Company, will have a material adverse effect on monetarily or otherwise including, but not limited to, conduct that violates the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere covenant not to compete in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementSection 6 hereof. For purposes of this paragraph, no No act, or failure to act, on Employee's the Executive’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without the following (i) reasonable notice from the Board to Employee the Executive setting forth the reasons for the Company's ’s intention to terminate for Cause, (ii) delivery to the Executive of a resolution duly adopted by the affirmative vote of two-thirds or more of the Board then in office (excluding the Executive if he is then a member of the Board) at a meeting of the Board called and held for such purpose, finding that in the good faith opinion of the Board, the Executive was guilty of the conduct herein set forth and specifying the particulars thereof in detail, (iii) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iiiiv) delivery to Employee the Executive of a Notice of Termination from the Board specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) Employee abuses alcohol, illegal drugs or other controlled substances which impact Employee’s performance of his duties or (v) the material breach by Employee of a material term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following following: (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d9(e).

Cause. The Company may terminate Employeethe Executive's employment hereunder for Cause. For purposes of this Agreement, the Company The following shall have "constitute Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following : (i) the willful and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employeethe Executive's incapacity incapability due to physical or mental illness), illness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason) after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligations, duties; or (ii) the willful engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of that is demonstrably and materially injurious to the Company, will have a material adverse effect on monetarily or otherwise including, but not limited to, conduct that violates the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere covenant not to compete in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementSection 6 hereof. For purposes of this paragraph, no No act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without the following (i) reasonable notice from the Board to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii) delivery to the Executive of a resolution duly adopted by the affirmative vote of two-thirds or more of the Board then in office (excluding the Executive if he is then a member of the Board) at a meeting of the Board called and held for such purpose, finding that in the good faith opinion of the Board, the Executive was guilty of the conduct herein set forth and specifying the particulars thereof in detail, (iii) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iiiiv) delivery to Employee the Executive of a Notice of Termination from the Board specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company of your employment for “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean termination (i) upon the willful and continued failure by Employee you to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illnessillness or physical injury or any such actual or anticipated failure after you give a Notice of Termination (as defined in Paragraph 3(d)) for Good Reason (as defined in Paragraph 3(c)), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of conduct which is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on Employee's your part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without the following unless (i) reasonable notice to Employee setting forth the reasons for Company gives you a written Notice of Termination specifying the Company's intention to terminate for grounds that it asserts constitute Cause, (ii) you fail to cure or remedy those grounds to the satisfaction of the Company within thirty (30) days of the Company’s notice and (iii) following the thirty (30) day period the Board adopts and delivers to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above and specifying the particulars thereof in detail and that the conduct was not cured or remedied during the thirty (iii30) delivery to Employee of a Notice of Termination in accordance with Section 9(d)day period.

Cause. The Company may terminate Employee's the Contractor’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's the Contractor’s employment hereunder upon the occurrence of any of the following following: (i) the willful and continued failure by Employee the Contractor substantially to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's the Contractor’s incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Contractor has not substantially performed his duties or obligations, duties; or (ii) the willful engaging by Employee the Contractor in misconduct which, in the reasonable opinion of the Board of which is injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, ; or (iii) the conviction willful violation by the Contractor of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition provisions of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's the part of the Contractor shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief by him that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Contractor shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee the Contractor setting forth the reasons for the Company's ’s intention to terminate for Cause, Cause and granting Contractor 90 days to cure or remedy (if possible) the reasons for termination; (ii) an opportunity for Employeethe Contractor, together with his counsel, to be heard before the Board, and (iii) delivery to Employee the Contractor of a Notice of Termination as defined in accordance with Section 9(dsection 4.2 hereof from the Board finding that in the good faith opinion of the Board the Contractor was guilty of conduct set forth above in clause (i), (ii) or (iii) of the preceding paragraph, subsection 4.1.4, and was unable to cure or remedy the reasons for termination, and specifying the particulars thereof in detail.

Cause. The Company may terminate Employee's employment hereunder this Agreement, upon written notice to the Employee delivered in accordance with Sections 5.6 and 13.1 hereof, for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following means (i) the Employee's willful and continued failure by Employee refusal to perform substantially perform his duties or obligations hereunder and responsibilities as contemplated in this Agreement (other than any such failure refusal based upon the written advice received from the Employee's legal counsel that performance of his duties would cause a breach of his duties to the Company or be a violation of applicable law or regulation, or resulting from Disability or from the Employee's incapacity due to physical or mental illnesstermination for Good Reason), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, ; (ii) the Employee's willful engaging by Employee in misconduct which, in the reasonable opinion activities which would (a) constitute a breach of the Board of the Company, will have a material adverse effect on term of this Agreement, or (b) result in a material injury to the reputation, operations, prospects Company or business relations of the Company, its Affiliates; (iii) the Employee's non-appealable conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or felony; (iv) the breach Employee's acknowledged or admitted commission of acts of fraud, embezzlement, theft or other dishonest acts against the Company or the good faith determination by the Board of Directors that the Employee has committed the foregoing acts; and (v) the Employee's use of a term alcohol (except at Company sponsored parties or condition of this Agreementreceptions) or illegal drugs on the Company's premises. For the purposes of this paragraphhereof, no act, act or failure or refusal to act, act on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him the Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)Company or any Affiliate.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) Employee abuses alcohol, illegal drugs or other controlled substances which impact Employee's performance of his duties or (v) the material breach by Employee of a material term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless if it was done, or omitted to be done, by him not in good faith and without with the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following following: (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d9(e).

Cause. The Company may terminate Employee's ’s employment hereunder for “Cause. .” For the purposes of this Agreement, the Company shall have "Cause" Cause to terminate Employee's ’s employment hereunder upon the occurrence of any of the following upon: (iA) the The willful and continued failure by Employee to substantially perform his duties or obligations hereunder their Duties and Responsibilities with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by however, the Company that may terminate Employee pursuant to this clause (A) only if Employee fails to cure any alleged failure after having had a reasonable opportunity to do so, which reasonable opportunity shall not be less than thirty (60) days after receiving such written notice which specifically identifies the manner in which the Company believes Employee has that they have not substantially performed his duties their duties; (B) Employee’s breach of any obligations under this Agreement or obligations, any other agreement with Company (ii) the willful engaging or any subsidiary thereof); it being agreed that any breach of Section 4 or Section 6 by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have shall be deemed a material adverse effect on breach; (C) Any breach of Employee’s duty of loyalty or fiduciary duties to Company or any subsidiary thereof; (D) Use of alcohol or other drugs in a manner which affects the reputationperformance of Employee’s duties, operationsresponsibilities and obligations to Company or any subsidiary thereof; (E) Conviction of Employee, prospects or business relations a plea of the Company, (iii) the conviction of Employee nolo contendere for a felony or of any felony crime involving theft, misrepresentation, fraud, or the entry moral turpitude; (F) Commission by Employee of any plea other willful or intentional act which could reasonably be expected to injure the reputation, business or business relationships of nolo contendere in response to an indictment for a crime involving moral turpitude, Company or any subsidiary thereof and/or Employee; (ivG) the breach The existence of any court order or settlement agreement prohibiting Employee’s continued employment with Company or any subsidiary thereof; or (H) Engaging by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)gross misconduct.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d9( d).

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "“Cause" ” to terminate Employee's the Executive’s employment hereunder upon the occurrence of any of the following upon: (i) the willful and continued failure by Employee Board’s determination that the Executive failed to substantially perform his duties or obligations hereunder as an employee of the Company (other than any such failure resulting from Employee's incapacity due the Executive’s Disability) that is reasonably expected to physical result in, or mental illness)has resulted in, after demand for substantial performance is delivered by material economic damage to the Company that specifically identifies or any of its affiliates (provided, that, to the manner in which extent such failure can be fully cured, the Company believes Employee shall have provided the Executive with at least 30 days’ notice of such failure and the Executive has not substantially performed his duties or obligations, remedied the failure within the 30-day period); (ii) the willful engaging by Employee Board’s determination that the Executive failed in misconduct which, in the any material respect to carry out or comply with any lawful and reasonable opinion directive of the Board consistent with the terms of this Agreement (provided, that, to the Companyextent such failure can be fully cured, will the Company shall have a material adverse effect on provided the reputation, operations, prospects or business relations Executive with at least 30 days’ notice of such failure and the Company, Executive has not remedied the failure within the 30-day period); (iii) the conviction Executive’s conviction, plea of Employee no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or ; (iv) the breach by Employee Executive’s unlawful use (including being under the influence) or possession of a term illegal drugs on the Company’s (or condition any of its affiliate’s) premises or while performing the Executive’s duties and responsibilities under this Agreement. For purposes ; or (v) the Executive’s commission of this paragraphan act of fraud, no actembezzlement, misappropriation, willful misconduct, or failure to act, on Employee's part shall be considered "willful" unless done, breach of fiduciary duty against the Company or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest any of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)its affiliates.

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes of this Agreement, the Company ” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the your willful and continued failure by Employee to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's incapacity due to physical Disability or mental illnessoccurring after issuance by you of a Notice of Termination for Good Reason), after a demand for substantial performance is delivered by the Company to you that specifically identifies the manner in which the Company believes Employee has that you have not substantially performed his your duties, and after you have failed to resume substantial performance of your duties or obligationson a continuous basis within fourteen (14) calendar days after receiving such demand, (ii) the willful engaging by Employee you willfully engage in misconduct which, in the reasonable opinion of the Board of conduct that is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputationmonetarily or otherwise, operations, prospects or business relations of the Company, (iii) the conviction your having been convicted of Employee of any felony (or the entry by Employee of any plea of pleaded nolo contendere to) a felony that impairs your ability substantially to perform your duties with the Company. In addition, your employment shall be deemed to have terminated for Cause if, within 12 months after your employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. The Company shall make any decision that Cause exists in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementgood faith. For purposes of this paragraphAgreement, no act, act or failure to act, act on Employee's your part shall be considered "“willful" ” unless it is done, or omitted to be done, by him not you in good bad faith and or without reasonable belief that his your action or omission was in the best interest interests of the CompanyCompany or any successor or affiliate. Notwithstanding Any act, or failure to act, on your part, based upon authority given pursuant to a resolution duly adopted by the foregoing, Employee shall not be deemed to have been terminated for Cause without Board or based upon the following (i) reasonable notice to Employee setting forth the reasons advice of counsel for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, Company or any successor or affiliate shall be conclusively presumed to be heard before done, or omitted to be done, in good faith and in the Board, and (iii) delivery to Employee best interests of a Notice of Termination in accordance with Section 9(d)the Company or any successor or affiliate thereof.

Cause. The Company may terminate Employee's ’s employment hereunder at any time during the Employment Period for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i1) the willful and continued failure a material breach by Employee to substantially perform his duties or of Employee’s obligations hereunder under Section 1 (other than any such failure resulting from Employee's incapacity due to as a result of physical or mental illnessincapacity); (2) commission by Employee of an act of fraud, after demand for substantial performance is delivered by embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company that specifically identifies or other conduct harmful or potentially harmful to the manner in which the Company believes Employee has not substantially performed his duties or obligations, Company’s best interest; (ii3) the willful engaging a material breach by Employee in misconduct whichof Sections 6, in the reasonable opinion 7, or 8 of the Board this Agreement; (4) Employee’s conviction, plea of the Companyguilty, will have a material adverse effect on the reputationno contest, operationsor nolo contendere, prospects deferred adjudication or business relations of the Company, (iii) the conviction of Employee of unadjudicated probation for any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (5) the failure of Employee to carry out, or comply with, in any material respect, any lawful directive of the Company; (6) Employee’s unlawful use (including being under the influence) or possession of illegal drugs; (7) Employee’s disparagement of the Company or any of its affiliates or any employee, officer, director, member, manager, agent, or representative of the Company or any of its affiliates; or (iv8) the Company is temporarily or permanently enjoined from employing Employee, or a court of competent jurisdiction otherwise orders the Company to cease employing Employee, or the Company determines in its reasonable discretion that it is in the best interests of the Company and/or its employees or members that Employee’s employment with the Company be terminated due to restrictions or covenants to which Employee agreed with his former employer(s) and which may impact Employee’s ability to be employed by the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraphthe previous sentence, no act, act or failure to act, act on Employee's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him Employee not in good faith and without reasonable belief that his Employee’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's the Executive’s employment hereunder for Cause. For purposes of this AgreementAgreement (except as set forth below), “Cause” shall mean that the Company shall have "Cause" to terminate Employee's employment hereunder Company, acting in good faith based upon the occurrence of any of information then known to the following Company, determines that the Executive has (i) the engaged in or committed willful and continued failure by Employee misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties duties; (iv) refused or obligations, demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (iiother than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the willful engaging by Employee in misconduct which, in effect of injuring the reasonable opinion of the Board reputation or business of the Company, will have ; (vii) willfully violated his fiduciary duty or his duty of loyalty to the Company or the Company’s Code of Ethical Business Conduct in any material respect; (viii) used alcohol or drugs (other than drugs prescribed to the Executive by a material adverse physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect on of materially injuring the reputation, operations, prospects reputation or business relations of the Company, ; or (iiiix) the conviction of Employee engaged in or committed a breach of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of the above clauses (i), (vi) and (vii) of this paragraphSection 3(d), no act, or failure to act, on Employee's the Executive’s part shall be considered "willful" willful unless done, 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 Change of Control (as defined below), or (2) the 90th day preceding a Change of Control and (ii) ends two years following such 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 (B) the willful engaging by the Executive in misconduct that is significantly injurious to the Company. For purposes of the above clause (B) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without delivery to the following (i) reasonable Executive of a notice to Employee setting forth the reasons for of termination signed by the Company's intention to terminate for Cause’s Chief Executive Officer or President stating that, (ii) an opportunity for Employeein the good faith opinion of the officer signing such notice, together with his counsel, to be heard before the BoardExecutive has engaged in or committed conduct of the nature described above in this Section 3(d), and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)specifying the particulars thereof.

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes of this Agreement, ” shall mean the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following following: (i) a willful breach in any material respect by Executive of a fiduciary duty to the willful and continued failure by Employee to substantially perform his duties Company, any Affiliate, or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by member of the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, Partnership Group; (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee Executive (or a plea of any felony guilty or the entry by Employee of any a plea of nolo contendere in response lieu thereof) by a court of competent jurisdiction for any felony or, with respect to an indictment his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; (iii) the failure of the Executive to substantially follow the reasonable and lawful written instructions or policies of the Board or of the Company with respect to the services to be rendered and the manner of rendering such services by Executive; (iv) the breach by Employee willful failure of a term or condition of this Agreement. For purposes of this paragraphExecutive to render any material services to the Company, no actany Affiliate, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest any member of the CompanyPartnership Group in accordance with any employment or similar arrangement to which Executive is subject, which failure amounts to a material neglect of Executive’s duties to the Company or such other entity. Notwithstanding the foregoing, Employee Executive’s employment shall not be deemed to have been terminated for Cause without the following unless (iA) reasonable notice shall have been given to Employee him setting forth in detail the reasons for the Company's ’s intention to terminate for Cause, and if such Termination is pursuant to clause (iii), (iii) or (iv) above and such breach or action is curable, only if Executive has been provided a period of thirty (30) days from receipt of such notice to cease the actions or inactions or otherwise cure such breach, and he has not done so; (B) an opportunity shall have been provided for Employee, together with his counsel, the Executive to be heard before the Board; and (C) if such Termination is pursuant to clause (i), and (ii) or (iii) above, delivery shall have been made to Employee Executive of a Notice notice of Termination from the Board finding that in accordance with Section 9(dthe good faith opinion of a majority of the Board (excluding the Executive, if applicable) that the condition set forth in clause (i), (ii) or (iii) above has been satisfied.

Cause. The Company may terminate Employee's employment hereunder this Agreement, at any time, for Cause“cause”. For purposes of this the Agreement, Employee’s employment may be terminated for “cause” if: (a) he engages in gross misconduct, or dishonesty (which in either case results in material harm to the Company); (b) materially fails to perform or observe any of the terms or provisions of this Agreement (c) fails to carry out reasonable directives of the Chief Executive Officer of the Company or the Board in 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 provided further, 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 which the Company intends so to terminate Employee’s employment, and Employee shall then be given the opportunity, within fifteen (15) days 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 written notice and, upon failure of Employee within such seven (7) day period to cease or correct same, Employee’s employment by the Company shall have "Cause" automatically terminate hereunder for cause. If Employee ceases or cures to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion satisfaction of the Board of Directors, the Company, will have a material adverse effect on Employee’s employment agreement shall continue in accordance with the reputation, operations, prospects terms hereof. Upon such termination or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoingremoval, Employee shall not be deemed entitled to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons all accrued Base Salary and a pro rata portion of all incentive compensation for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Boardyear in which termination occurs, and (iii) delivery to Employee of a Notice of Termination any benefits due under any compensation or benefit plan including those listed in accordance with Section 9(d)1 hereof provided by the Company for officers generally or otherwise.

Cause. The Company BuildNet may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company at any time, for Cause, with or without prior notice to Employee, in which event all payments under this Agreement shall have cease, except as provided in Section 7(d) below. The term "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following as used herein shall mean (i) the willful and continued failure by Employee to substantially perform Employee, in carrying out his duties hereunder, has been guilty of gross negligence or obligations hereunder (other than any such failure resulting from Employee's incapacity due wilful and wanton misconduct which in either case results in material harm to physical the financial condition, business, assets, or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, prospects of BuildNet; (ii) the willful engaging by conviction of, or the entering of a plea of no contest by, Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have for a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (iii) any act involving dishonesty in the performance of Employee's duties hereunder, including, without limitation, fraud, misappropriation or embezzlement, (iv) the any material breach of this Agreement by Employee, which failure cannot be cured or shall not have been cured within thirty (30) days after receipt by Employee of a term written notice from BuildNet specifying in reasonable detail the nature of such breach; or condition (v) Employee fails to carry out directions (consistent with his position as set forth in Section 1 above) of this Agreement. For purposes the Board of this paragraphDirectors of BuildNet, no act, which failure cannot be cured or shall not have been cured within thirty (30) days after receipt by Employee of written notice from BuildNet specifying in reasonable detail the failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)so carry out such directions.

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes ” 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 MFA, other than traffic violations; (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement, ; (iii) failure to adhere to the Company shall have "Cause" to terminate Employee's employment hereunder upon lawful directions of the occurrence 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 following provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (iv) the willful chronic or persistent substance abuse that materially and continued failure by Employee to substantially perform adversely affects his performance of his duties under this Agreement or obligations hereunder (other than vi) breach in any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion material respect of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition terms and provisions of this Agreement. For purposes of this paragraph, no act, or failure Agreement resulting in material and demonstrable economic injury to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyMFA. Notwithstanding the foregoing, Employee (a) 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 (b) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without the following (iI) reasonable prior written notice to Employee the Executive setting forth the reasons for the Company's intention decision to terminate the Executive for Cause, (iiII) an opportunity for Employeethe Executive, together with his counsel, to be heard before by the BoardCEO or, in his absence, the Board of Directors and (iiiIII) delivery to Employee the Executive of a Notice notice of Termination termination approved by said CEO or, in accordance 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 Section 9(d)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 may be terminated by the Company immediately for "Cause" (defined below). Any of the following actions by Employee shall constitute ("Cause"): (i) The willful failure, disregard or refusal by Employee to perform his material duties or obligations under this Agreement that is not cured, to the extent subject to cure, by Employee to the reasonable satisfaction of the Company within thirty (30) days after written notice thereof is given to Employee by the Company; (ii) Any willful, intentional or grossly negligent act by Employee having the effect of materially injuring (whether financial or otherwise and as determined reasonably and in good-faith by a majority of the members of the Board) the business or reputation of the Company or any of its affiliates that is not cured, to the extent subject to cure, by Employee to the reasonable satisfaction of the Company within thirty (30) days after written notice thereof is given to Employee by the Company; (iii) Employee's conviction of any felony involving moral turpitude (including entry of a guilty or nolo contendere plea); (iv) Any material misappropriation or embezzlement by Employee of the property of the Company or its affiliates (whether or not a misdemeanor or felony); or (v) Breach by Employee of any material provision of this Agreement that is not cured, to the extent subject to cure, by Employee to the reasonable satisfaction of the Company within thirty (30) days after written notice thereof is given to Employee by the Company. (vi) For purposes of this Agreement, the Company Section 7(a). no act or omission by Employee shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the be considered willful if reasonably and continued failure in good faith believed by Employee to substantially perform his duties be in, or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness)not contrary to, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board best interests of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employeethe Executive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any ". A termination for Cause is a termination evidenced by a resolution adopted in good faith by two-thirds (2/3) of the following Board that the Executive (i) the willful willfully and continued failure by Employee continually failed to substantially perform his duties or obligations hereunder with the Company (other than any such a failure resulting from Employeethe Executive's incapacity due to physical or mental illness), ) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance is has been delivered by to the Company that specifically identifies Executive specifying the manner in which the Company believes Employee Executive has not failed to substantially performed his duties or obligationsperform, (ii) the willful engaging by Employee willfully engaged in misconduct which, in the reasonable opinion of the Board of conduct which is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputationmonetarily or otherwise, operations, prospects or business relations of the Company, (iii) has been indicted or convicted of an act which is defined as a felony under federal or state law or otherwise willfully engaged in other acts of misfeasance in connection with the conviction performance of Employee his duties; provided, however, that no termination of any felony or the entry by Employee of any plea of nolo contendere Executive's employment shall be for Cause as set forth in response to an indictment for a crime involving moral turpitude, clause (ii) or (iviii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clause (ii) and specifying the particulars thereof in detail, and (y) the breach Executive shall have been provided an opportunity to be heard by Employee the Board (with the assistance of a term or condition of this Agreementthe Executive's counsel if the Executive so desires). For purposes of this paragraph, no No act, or nor failure to act, on Employeethe Executive's part part, shall be considered "willful" unless donehe has acted or failed to act, or omitted to be done, by him not in with an absence of good faith and without a reasonable belief that his action or omission failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the foregoingcontrary, Employee shall not be deemed no failure to have been terminated for Cause without perform by the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Executive after Notice of Termination in accordance with Section 9(d)is given by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate EmployeeExecutive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following (i) following: i. the willful and continued failure by Employee Executive to substantially perform his material duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee Executive has not substantially performed his duties or obligations, (and provides the Executive with at least 30 days to effect a cure; ii) . the willful engaging by Employee Executive in misconduct which, in the reasonable opinion of the Board of the CompanyBoard, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (; iii) . the conviction of Employee Executive of any felony or the entry by Employee Executive of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude; iv. Executive abuses alcohol, illegal drugs or (iv) other controlled substances which impact Executive's performance of his duties; v. the material breach by Employee Executive of a material term or condition of this Agreement. For purposes of this paragraphSection 8(c), no act, or failure to act, on EmployeeExecutive's part shall be considered "willful" unless if it was done, or omitted to be done, by him not in good faith and without with the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee Executive's employment shall not be deemed to have been terminated for Cause without the following following: (i) reasonable notice to Employee Executive setting forth the reasons for the Company's intention to terminate his employment for Cause, (ii) an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board, and (iii) delivery to Employee Executive of a Notice of Termination in accordance with Section 9(d8(e).

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company of your employment for “Cause” shall have "Cause" to terminate Employee's employment hereunder mean termination upon the occurrence of any of the following (iA) the willful and continued failure by Employee you to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination by you for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to you by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee has that you have not substantially performed his duties your duties, or obligations, (iiB) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of conduct which is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraphSubsection 3(ii), no act, or failure to act, on Employee's your part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters (i3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection 3(ii) and (iii) delivery to Employee specifying the particulars thereof in detail; provided that, in the event of a Notice dispute concerning the application of Termination in accordance with Section 9(d)this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

Cause. The Company EMPLOYER may terminate Employee's the EXECUTIVE’S employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any “CAUSE.” A termination for CAUSE is a termination by reason of the following good faith determination by the EMPLOYER, subject to the approval of the THI Board of Directors, that the EXECUTIVE (ia) the willful willfully and continued failure by Employee continually failed to substantially perform his his/her duties or obligations hereunder with the EMPLOYER (other than any such a failure resulting from Employee's the EXECUTIVE’S incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the EXECUTIVE by the Company that EMPLOYER, with the prior approval of the THI Board of Directors, which specifically identifies the manner in which the Company EMPLOYER believes Employee that the EXECUTIVE has not substantially performed his his/her duties or obligations, and such failure substantially to perform continues for at least fourteen (ii14) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudedays, or (ivb) has willfully engaged in conduct which is demonstrably and materially injurious to the breach EMPLOYER or THI, monetarily or otherwise, or (c) has otherwise materially breached this Agreement (including, without limitation, a voluntary termination of the EXECUTIVE’S employment by Employee of a term or condition of this Agreementthe EXECUTIVE during the EMPLOYMENT TERM). For purposes of this paragraph, no No act, or nor failure to act, on Employee's part the EXECUTIVE’S part, shall be considered "“willful" ” unless dones/he has acted, or omitted failed to be doneact, by him not in with an absence of good faith and without a reasonable belief that his his/her action or omission failure to act was in the best interest of the CompanyEMPLOYER and THI. Notwithstanding the foregoing, Employee the EXECUTIVE’S employment shall not be deemed to have been terminated for Cause without CAUSE unless and until (1) there shall have been delivered to the following (i) reasonable EXECUTIVE a copy of a written notice to Employee setting forth that the reasons for the Company's intention to terminate for CauseEXECUTIVE was guilty of conduct set forth above in clause (a), (iib) or (c) of the first sentence of this Section 4.1 and specifying the particulars thereof in detail, and (2) the EXECUTIVE shall have been provided an opportunity for Employee, together with his counsel, to be heard before by the Board, and Board of Directors of THI (iii) delivery to Employee with the assistance of a Notice of Termination in accordance with Section 9(dEXECUTIVE’S counsel).

Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder under upon (A) breach of this Agreement by the occurrence of any of the following Employee, (iB) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness)) or failure to follow the specific reasonable directives of the Board of Directors, after written demand is delivered to the Employee by the Company for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Employee has not substantially performed his duties duties, or obligations, (iiC) the willful engaging by the Employee in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable 15 days notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, Cause and (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to the Employee of a Notice of Termination as defined in accordance with Section 9(d)5.6 hereof, from the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Employee was guilty of conduct set forth above in clause (B) of this Section 5.3 and specifying the particulars thereof in detail.

Cause. The Company may terminate Employee's employment hereunder this Agreement, upon written notice to the Employee delivered in accordance with SECTIONS 5(g) and 12(c) hereof, for Cause. For purposes of this Agreement, the Company shall have "CauseCAUSE" to terminate Employee's employment hereunder upon the occurrence of any of the following means (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered commission by the Company that specifically identifies Employee (as determined in good faith by the manner Parent Board or a committee thereof) of a crime or criminal offense involving theft, fraud, embezzlement or other felony or otherwise involving dishonesty, in which each case with respect to the Company believes Employee has not substantially performed his duties or obligationsCompany, (ii) the Employee's willful refusal, without proper legal cause, to perform his duties and responsibilities as contemplated in this Agreement or (iii) the Employee's engaging by Employee (A) in misconduct whichactivities which would constitute a material breach of a material term of this Agreement, the Company's Code of Ethics, the Company's policies and regulations, including but not limited to, policies regarding trading in the reasonable opinion Common Stock or reimbursement of the Board business expenses or any other applicable policies, rules or regulations of the Company, will have or (B) in improper conduct which would result in a material adverse effect on injury to the reputationbusiness, operationscondition (financial or otherwise), results of operations or prospects of the Company or business relations of its Affiliates (as determined in good faith by the Parent Board or a committee thereof), (iv) willful misconduct by Employee injurious to the Company, or (iiiv) the conviction of Employee of any felony or the entry conduct by Employee of any plea of nolo contendere in response tending to an indictment for a crime involving moral turpitudebring the Company into substantial public disgrace or disrepute; PROVIDED, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphHOWEVER, that no act, or failure termination pursuant to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, clause (ii) an opportunity for Employee, together with his counsel, hereof shall become effective unless Employee shall have failed to be heard before cure such Cause to the Board, and satisfaction of the Parent Board in their sole discretion within thirty (iii30) delivery to Employee of days after receiving a Notice of Termination in accordance with Section 9(d)detailing the alleged Cause.

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes ” 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 MFA, other than traffic violations; (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement, ; (iii) failure to adhere to the Company shall have "Cause" to terminate Employee's employment hereunder upon lawful directions of the occurrence 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 following provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (iv) the willful chronic or persistent substance abuse that materially and continued failure by Employee to substantially perform adversely affects his performance of his duties under this Agreement or obligations hereunder (other than vi) breach in any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion material respect of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition terms and provisions of this Agreement. For purposes of this paragraph, no act, or failure Agreement resulting in material and demonstrable economic injury to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyMFA. Notwithstanding the foregoing, Employee (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 the following (ix) reasonable prior written notice to Employee the Executive setting forth the reasons for the Company's intention decision to terminate the Executive for Cause, (iiy) an opportunity for Employeethe Executive, together with his counsel, to be heard before by the BoardCEO or, in his absence, the Board of Directors and (iiiz) delivery to Employee the Executive of a Notice notice of Termination termination approved by said CEO or, in accordance 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 Section 9(d)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. For the purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder only (A) upon the occurrence of any of the following (i) the willful and continued failure by Employee to perform substantially perform his Employee's duties or obligations hereunder (with the Company, other than any such failure resulting from Employee's incapacity due to physical or mental illness), which failure continues unabated after a demand for substantial performance is delivered to Employee by the Company Board that specifically identifies identified the manner in which the Company Board believes that Employee has not substantially performed his duties or obligationsEmployee's duties, (iiB) if Employee willfully engages in gross misconduct materially and demonstrably injurious to the willful engaging by Employee in misconduct whichCompany or (C) upon fraud, in misappropriation or embezzlement related to the reasonable opinion business of the Board of the Company, will have a material adverse effect Company on the reputation, operations, prospects or business relations part of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementEmployee. For purposes of this paragraph, no act, an act or failure to act, act on Employee's part shall be considered "willful" unless done, if done or omitted to be done, done by him not Employee otherwise than in good faith and without reasonable belief that his Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated by the Company for Cause without unless and until the following Company shall have delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board, at a meeting of the Board called and held for the purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employee, together with his Employee's counsel, to be heard before the Board), finding that in the good-faith opinion of the Board Employee was guilty of conduct constituting Cause hereunder and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean (ia) the willful and continued failure by Employee you to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), illness or any such actual or anticipated failure after the issuance of a Notice of Termination in the manner provided for in Section 3(D) by you for Good Reason) after written demand for substantial performance is delivered to you by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee has that you have not substantially performed his duties your duties, or obligations, (iib) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of conduct which is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraphSection 3(C), no act, or failure to act, on Employee's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters (i3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), finding that, in the good faith opinion of the Board you were guilty of conduct set forth above in this Section 3(C) and (iii) delivery specifying the particulars thereof. Any termination of your employment by the Company or any of its subsidiaries or by you shall be made by written notice of termination to Employee the other party. Such "Notice of Termination" shall mean a written document specifying the provision in this Agreement being relied upon and setting forth a summary of the facts and circumstances which provide the basis for termination of your employment. The "Date of Termination" shall be the date upon which the Notice of Termination in accordance with Section 9(d)is given.

Cause. The For purposes of this Agreement, a termination of employment is for "Cause" if the Executive (a) has been convicted of a felony (including a plea of guilty or nolo contendere); (b) intentionally and continually failed substantially to perform his reasonably assigned duties with the Company may terminate Employeeor an Employing Affiliate (other than a failure resulting from the Executive's employment hereunder incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for Causea period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Company, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform; or (c) intentionally engaged in illegal conduct or willful misconduct which is demonstrably and materially injurious to the Company or an Employing Affiliate. For purposes of this Agreement, no act, nor failure to act, on the Executive's part, shall be considered "intentional" unless the Executive has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that the Executive's action or failure to act was in the best interest of the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementEmploying Affiliate. For purposes of this paragraph, no Any act, or failure to act, on Employeebased upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Company's part Chairman of the Board, Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be considered "willful" unless conclusively presumed to be done, or omitted to be done, by him not the Executive in good faith and without reasonable belief that his action or omission was in the best interest interests of the CompanyCompany or an Employing Affiliate. Notwithstanding The termination of employment of the foregoing, Employee Executive shall not be deemed to be for Cause pursuant to subparagraph (b) or (c) above unless and until there shall have been terminated delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for Cause without the following such purpose (i) after reasonable notice is provided to Employee setting forth the reasons for Executive and the Company's intention to terminate for Cause, (ii) Executive is given an opportunity for Employeeopportunity, together with his counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (b) or (c) above, and (iii) delivery specifying the particulars thereof in detail. Notwithstanding anything contained in this Agreement to Employee of the contrary, no failure to perform by the Executive after a Notice of Termination in accordance with Section 9(d)is given to the Company by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company EMPLOYER may terminate Employee's the EXECUTIVE’s employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any “CAUSE.” A termination for CAUSE is a termination by reason of the following good faith determination by the EMPLOYER’s Board of Directors, that the EXECUTIVE (ia) the willful willfully and continued failure by Employee continually failed to substantially perform his duties or obligations hereunder with the EMPLOYER (other than any such a failure resulting from Employee's the EXECUTIVE’s incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the EXECUTIVE by the Company that EMPLOYER, with the prior approval of the EMPLOYER’s Board of Directors, which specifically identifies the manner in which the Company EMPLOYER believes Employee that the EXECUTIVE has not substantially performed his duties or obligations, and such failure substantially to perform continues for at least fourteen (ii14) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudedays, or (ivb) has willfully engaged in conduct which is demonstrably and materially injurious to the breach EMPLOYER, monetarily or otherwise, or (c) has otherwise materially breached this Agreement (including, without limitation, a voluntary termination of the EXECUTIVE’s employment by Employee of a term or condition of this Agreementthe EXECUTIVE during the EMPLOYMENT TERM). For purposes of this paragraph, no No act, or nor failure to act, on Employee's part the EXECUTIVE’s part, shall be considered "“willful" ” unless donehe has acted, or omitted failed to be doneact, by him not in with an absence of good faith and without a reasonable belief that his action or omission failure to act was in the best interest of the CompanyEMPLOYER. Notwithstanding the foregoing, Employee the EXECUTIVE’s employment shall not be deemed to have been terminated for Cause without CAUSE unless and until (1) there shall have been delivered to the following EXECUTIVE a copy of a written NOTICE OF TERMINATION (i) reasonable notice as defined in Section 4.3 below), which, with respect to Employee setting termination under this Section 4.1 only, sets forth that the reasons for the Company's intention to terminate for CauseEXECUTIVE was guilty of conduct set forth above in clause (a), (iib) or (c) of the first sentence of this Section 4.1 and specifies the particulars thereof in detail, and (2) the EXECUTIVE shall have been provided an opportunity for Employee, together with his counsel, to be heard before by the Board, and Board of Directors of the EMPLOYER (iii) delivery to Employee with the assistance of a Notice of Termination in accordance with Section 9(dthe EXECUTIVE’s counsel).

Cause. The Company may terminate Employeethe Executive's employment hereunder for "Cause" (as defined in this Section 6(c)). Upon such a termination, the Executive shall become entitled to the payments provided in Section 7(b) hereof. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the willful (or grossly negligent) and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental illness)illness or any such actual or anticipated failure after the issuance of a "Notice of Termination" by the Executive for "Good Reason", as defined in Section 6(d)(i) hereof, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligationsduties, (ii) the willful or grossly negligent engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companymisconduct, (iii) any breach by the conviction of Employee Executive of any felony or of the entry by Employee provisions of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeSection 10 hereof, or (iv) the breach by Employee of Executive's being convicted of, or pleading guilty to, a term or condition of this Agreementfelony. For purposes of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding Further, unless the foregoingExecutive has been convicted of, Employee or pleaded guilty to, a felony, the Executive shall not be deemed to have been terminated for Cause without the following (i1) reasonable notice to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iii3) delivery to Employee the Executive of a Notice of Termination from the Board finding that, in accordance with the good faith opinion of a majority of the Board, the Executive was guilty of conduct set forth above in clause (i), (ii) or (iii) of the second sentence of this Section 9(d6(c), and specifying the particulars thereof in reasonable detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes Notwithstanding the terms of this Agreement, Employer may discharge Employee and terminate this Agreement in the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following event that (i) the willful and continued failure by Employee shall continually fail substantially to substantially perform his duties or obligations hereunder (with reasonable diligence, other than by reason of incapacity, or shall violate any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed material covenant of his duties or obligationsherein contained, (ii) the willful engaging by Employee shall engage in misconduct whichan act of fraud, theft or embezzlement in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companyconnection with his employment hereunder, (iii) Employee shall engage in a material act or omission involving wilful misconduct or gross negligence in the conviction performance of Employee's duties, (iv) Employee shall engage in a material act of any dishonesty, (v) Employee shall unreasonably refuse to carry out the lawful order of Employer commensurate with Employee's duties to be performed hereunder or (vi) Employee shall be convicted of a felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (which shall include any felony relating to drugs) or shall plead nolo contendere (ivor make an equivalent plea) the breach by Employee of a term in respect of, any governmental indictment, complaint or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyother formal allegation. Notwithstanding the foregoingforegoing to the contrary, prior to discharging Employee shall not be deemed pursuant to have been terminated for Cause without the following clauses (i) or (v) of the immediately preceding sentence, Employer shall give Employee ten (10) days' prior written notice of any breach or failure and a reasonable opportunity to cure any such breach or failure, or cease violating any covenant contained herein, to the extent curable or ceasable; provided, however, that no notice shall be required to be given in the event such breach, failure or violation is not curable or ceasable. In the event Employee is discharged pursuant to this Section 9, except as otherwise set forth herein, employee's Base Salary and Bonus under Section 4 hereof and all benefits under Section 5 hereof shall terminate immediately upon such discharge (subject to applicable law such as COBRA), and Employer shall have no further obligation to Employee setting forth except the reasons for the Company's intention payment to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery reimbursement to Employee of a Notice of Termination in accordance with Section 9(d)for any monies due to Employee which right to payment or reimbursement accrued prior to such discharge.

Cause. The Company BuildNet may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company at any time, with or without Cause, and with or without prior notice to Employee, in which event all payments under this Agreement shall have cease, except as provided in Section 7(d) below. The term "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following as used herein shall mean (i) the Employee, in carrying out his duties hereunder, has been guilty of gross negligence or willful and continued failure by Employee wanton misconduct which in either case results in material harm to substantially perform his duties the financial condition, business, assets, or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, prospects of BuildNet; (ii) the willful engaging by conviction of, or the entering of a plea of no contest by, Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have for a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (iii) any act involving dishonesty in the performance of Employee's duties hereunder, including, without limitation, fraud, misappropriation or embezzlement, (iv) the any material breach of this Agreement by Employee, which failure cannot be cured or shall not have been cured within thirty (30) days after receipt by Employee of a term written notice from BuildNet specifying in reasonable detail the nature of such breach; or condition (v) Employee fails to carry out reasonable directions (consistent with his position as set forth in Section 1 hereof and the provisions of this Agreement. For purposes ) of this paragraphthe Board of Directors of BuildNet, no act, which failure cannot be cured or shall not have been cured within thirty (30) days after receipt by Employee of written notice from BuildNet specifying in reasonable detail the failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)so carry out such directions.

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the conviction of, or plea of guilty or nolo contendre to, a felony; or (ii) willful and continued failure by Employee to use reasonable best efforts to substantially perform his duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illnessillness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 6(d), ) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Employee Executive has not used reasonable best efforts to substantially performed perform his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, duties; or (iii) willful misconduct (including, but not limited to, a willful breach of the conviction provisions of Employee of Section 10) that is materially economically injurious to the Company or to any felony entity in control of, controlled by or under common control with the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or Company (iv) the breach by Employee of a term or condition of this Agreement"Affiliate"). For purposes of this paragraphSection 6(c), no act, or failure to act, on Employee's part by Executive shall be considered "willful" unless done, or omitted to be done, by him not committed in good bad faith and without a reasonable belief that his action the act or omission was in the best interest interests of the Company. Notwithstanding Company or any Affiliates thereof; provided, however, that the foregoing, Employee willful requirement outlined in paragraphs (ii) or (iii) above shall not be deemed to have been terminated occurred if the Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action. Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, shall not exist under paragraph (ii) or (iii) above unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board), and finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) or (iii) delivery and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any court of competent jurisdiction the Board's determination that Cause exists or that Executive has failed to Employee of a Notice of Termination in accordance with Section 9(d)cure any act (or failure to act) that purportedly formed the basis for the Board's determination.

Cause. The Company Athersys may terminate Employee's ’s employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company shall Athersys will have "“Cause" ” to terminate Employee's ’s employment hereunder upon the occurrence of any of the following under this Agreement upon: (i) the willful and continued failure by Employee continuous neglect or willful and continuous refusal to substantially perform his Employee’s duties or obligations hereunder responsibilities under this Agreement which continues for a period of at least thirty (30) days after being brought to the attention of Employee in writing (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in paragraph (e) of this Section 7) by Employee for Good Reason (as defined in paragraph (d) of this Section 7), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, ); or (ii) the willful engaging act, willful failure to act or willful misconduct by Employee in misconduct which, in which is materially and manifestly injurious to Athersys and which is brought to the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction attention of Employee in writing not more than thirty (30) days from the date of any felony its discovery by Athersys or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementBoard. For purposes of this paragraphparagraph (c), no act, or failure to act, on Employee's ’s part shall will be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and or without reasonable belief that his action or omission was in the best interest of the CompanyAthersys. Notwithstanding the foregoing, Employee shall will not be deemed to have been terminated for Cause without the following (i1) reasonable written notice to Employee setting forth specifying in detail the specific reasons for the Company's Athersys’ intention to terminate for Cause, (ii2) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii3) delivery to Employee of a Notice of Termination Termination, as defined in accordance with paragraph (e) of this Section 9(d)7, approved by the affirmative vote of not less than a majority of the entire membership of the Board finding that in the good faith opinion of the Board, Employee was guilty of conduct set forth in clause (i) or (ii) above.

Cause. The Company may terminate Employee's the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have "“Cause" ” to terminate Employee's the Executive’s employment hereunder upon the occurrence of any of the following upon: (i) the willful and continued continuous neglect or refusal to perform the Executive’s duties or responsibilities, or the willful taking of actions (or willful failure by Employee to substantially take actions) that materially impair the Executive’s ability to perform his duties or obligations hereunder responsibilities, and which in each case continues after being brought to the attention of the Executive (other than any such failure resulting from Employee's the Executive’s incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in subsection (f) hereof); or (ii) any act by the Executive that constitutes gross negligence or willful misconduct in the performance of his duties hereunder, after demand for substantial performance is delivered the violation of the code of ethics adopted by the Company that specifically identifies pursuant to the manner in which the Company believes Employee has not substantially performed his duties S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee the Executive for any felony, in each case that is materially and manifestly injurious to the Company and that is brought to the attention of any felony or the entry Executive in writing not more than thirty days from the date of its discovery by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraphsubsection (c), no act, or failure to act, on Employee's the Executive’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and or without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without the following (i1) reasonable written notice to Employee setting forth the Executive specifying in detail the specific reasons for the Company's ’s intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his counsel, to be heard before the BoardCompany’s Board of Directors, (3) with respect to actions or inaction specified in paragraph (i) above, a reasonable opportunity for the Executive to cure the action or inaction specified by the Company, and (iii4) delivery to Employee the Executive of a Notice of Termination Termination, as defined in accordance with Section 9(d)subsection (g) hereof.

Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder under upon (A) breach of this Agreement by the occurrence of any of the following Employee, (iB) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness)) or failure to follow the specific reasonable directives of the Board of Directors, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Employee has not substantially performed his duties is delivered to the Employee by the Company, or obligations, (iiC) the willful engaging by the Employee in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable 15 days notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, Cause and (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to the Employee of a Notice of Termination as defined in accordance with Section 9(d)5.6 hereof, from the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Employee was guilty of conduct set forth above in clause (B) of this Section 5.3 and specifying the particulars thereof in detail.

Cause. The Company Employer may terminate the Employee's employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company Employer shall have "Cause" to terminate the Employee's employment hereunder under this Agreement upon the occurrence of any of the following (ia) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder under this Agreement (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), ) after demand for substantial performance is delivered by the Company that Employer, in writing, specifically identifies identifying the manner in which the Company Employer believes the Employee has not substantially performed his duties or obligationsand the Employee fails to perform as required within 30 days after such demand is made, (iib) the willful engaging by the Employee in criminal misconduct which(including embezzlement and criminal fraud) which is materially injurious to the Employer, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise or (iiic) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition felony and the expiration of this Agreementthe time to appeal such conviction. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyEmployer. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to the following Employee a copy of a resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (iother than the Employee) at a meeting of the Board called and held for such purpose (after reasonable written notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employeehim, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Employee was guilty of conduct set forth above in clause (a), (b) or (c), and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's ’s employment hereunder for “Cause.” A termination of employment is for “Cause” if Employee (1) enters a guilty plea, pleads nolo contendre to, or is convicted of a felony offense that is demonstrably injurious to the Company; (2) engages in misconduct which is demonstrably injurious to the Company, monetarily or otherwise; (3) fails to perform Employee’s material duties and responsibilities or to satisfy Employee’s material obligations as an officer or employee of the Company, or other material breach of any terms or conditions of any material written policy of the Company or any written agreement between Employee and the Company, or (4) fails, after reasonable request, to cooperate with the Company or governmental authorities in connection with a civil or criminal regulatory investigation or proceeding, or other civil litigation involving the company; provided, however, that no termination of Employee’s employment shall be for Cause as set forth in clauses (2), (3) or (4), unless (i) there shall have been delivered to Employee a copy of a written Notice of Termination, at least thirty (30) days in advance of the Termination Date, setting forth that Employee was guilty of the conduct set forth in such applicable clause and specifying the particulars thereof in detail; and (ii) Employee shall have been provided an opportunity to be heard by the Board (with the assistance of Employee’s counsel if Employee so desires). For Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by Employee after a Notice of Termination is given to the Employee shall constitute Cause for purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's your employment hereunder for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the willful and continued continuous failure by Employee you to substantially perform his your duties or obligations hereunder (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), which failure is not cured within thirty (30) business days after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has you have willfully and continuously not substantially performed his duties or obligations, your duties; (ii) the willful engaging by Employee you in misconduct whichwhich is materially injurious to the Company, in the reasonable opinion of the Board monetarily or otherwise (including, but not limited to, your violation of the Company, will have a material adverse effect on the reputation, operations, prospects ’s Code of Corporate Responsibility); or business relations of the Company, (iii) the conviction commission of Employee an act or omission that constitutes a material breach of any felony this Agreement (including, but not limited to, the violation of your obligations under Sections 6, 7 or 8 hereof), which act or omission is not cured within thirty (30) business days after a notice is delivered by the entry by Employee of any plea of nolo contendere Company that specifically identifies the manner in response to an indictment for a crime involving moral turpitude, or (iv) which the breach by Employee of a term or condition of Company believes you have materially breached this Agreement. For purposes of this paragraphsubsection, no act, or failure to act, on Employee's your part shall be considered "“willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was legal, compliant with the Company’s Code of Corporate Responsibility and in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employeethe Executive's employment hereunder for "Cause" (as defined in this Section 6(c)). Upon such a termination, the Executive shall become entitled to the payments provided in Section 7(b) hereof. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the willful (or grossly negligent) and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a "Notice of Termination" by the Executive for "Good Reason", as defined in Section 6(d)(i) hereof, or during a "Window Period", as defined in Section 6(d)(ii) hereof), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligationsduties, (ii) the willful or grossly negligent engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companymisconduct, (iii) any breach by the conviction of Employee Executive of any felony or of the entry by Employee provisions of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeSection 10 hereof, or (iv) the breach by Employee of Executive's being convicted of, or pleading guilty to, a term or condition of this Agreementfelony. For purposes of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding Further, unless the foregoingExecutive has been convicted of, Employee or pleaded guilty to, a felony, the Executive shall not be deemed to have been terminated for Cause without the following (i1) reasonable notice to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iii3) delivery to Employee the Executive of a Notice of Termination from the Board finding that, in accordance with the good faith opinion of a majority of the Board, the Executive was guilty of conduct set forth above in clause (i), (ii) or (iii) of the second sentence of this Section 9(d6(c), and specifying the particulars thereof in reasonable detail.

Cause. The Company may terminate Employee's the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have "“Cause" ” to terminate Employee's the Executive’s employment hereunder upon the occurrence of any of the following upon: (i) the willful and continued continuous neglect or refusal to perform the Executive’s duties or responsibilities, or the willful taking of actions (or willful failure by Employee to substantially take actions) that materially impair the Executive’s ability to perform his duties or obligations hereunder responsibilities, and which in each case continues after being brought to the attention of the Executive (other than any such failure resulting from Employee's the Executive’s incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in subsection (e) hereof); or (ii) any act by the Executive that constitutes gross negligence or willful misconduct in the performance of his duties hereunder, after demand for substantial performance is delivered the violation of the code of ethics adopted by the Company that specifically identifies pursuant to the manner in which the Company believes Employee has not substantially performed his duties S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee the Executive for any felony, in each case that is materially and manifestly injurious to the Company and that is brought to the attention of any felony or the entry Executive in writing not more than thirty days from the date of its discovery by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraphsubsection (c), no act, or failure to act, on Employee's the Executive’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and or without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without the following (i1) reasonable written notice to Employee setting forth the Executive specifying in detail the specific reasons for the Company's ’s intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his counsel, to be heard before the BoardCompany’s Board of Directors, (3) with respect to actions or inaction specified in paragraph (i) above, a reasonable opportunity for the Executive to cure the action or inaction specified by the Company, and (iii4) delivery to Employee the Executive of a Notice of Termination Termination, as defined in accordance with Section 9(d)subsection (e) hereof.

Cause. The Company may terminate Employee's employment hereunder this Agreement, upon written notice to the Employee delivered in accordance with Sections 5(f) and 12(b) hereof, for Cause. For purposes of this Agreement, the Company shall have "“Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following ” means (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered commission by the Company that specifically identifies Employee (as determined in good faith by the manner Board or the Parent Board or a committee thereof) of a crime or criminal offense involving theft, fraud, embezzlement or other felony or otherwise involving dishonesty, in which each case with respect to the Company believes Employee has not substantially performed his duties or obligationsCompany, (ii) the Employee’s willful engaging by Employee refusal, without proper legal cause, to perform his duties and responsibilities as contemplated in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects this Agreement or business relations of the Company, (iii) the conviction Employee’s engaging (A) in activities which would constitute a material breach of Employee a material term of any felony this Agreement, the Company’s Code of Ethics or the entry by Employee Company’s policies and regulations, including but not limited to policies regarding trading in common stock of the Company or Parent, reimbursement of business expenses or any plea other applicable policies, rules or regulations of nolo contendere the Company in response effect from time to an indictment for a crime involving moral turpitudetime, or (ivB) in improper conduct which would result in a material injury to the breach by Employee business, condition (financial or otherwise), results of a term operations or condition prospects of this Agreement. For purposes of this paragraph, no act, the Company or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not its Affiliates (as determined in good faith and without reasonable belief that his action by the Board or omission was in the best interest of Parent Board or a committee thereof), (iv) willful misconduct by Employee injurious to the Company. Notwithstanding , or (v) conduct by Employee tending to bring the foregoingCompany into substantial public disgrace or disrepute; provided, Employee shall not be deemed however, that (I) no termination pursuant to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, clause (ii) an opportunity for Employee, together with his counsel, hereof shall become effective unless Employee shall have failed to be heard before cure such Cause to the Board, and satisfaction of the Board or the Parent Board in their sole discretion within thirty (iii30) delivery to Employee of days after receiving a Notice of Termination detailing the alleged Cause and (II) in accordance with Section 9(d)the event that such Cause is, in the sole discretion of the Board or the Parent Board, capable of being cured, no termination pursuant to clause (iii)(A) hereof shall become effective unless Employee shall have failed to cure such Cause to the satisfaction of the Board or the Parent Board in their sole discretion within twenty (20) days after receiving a Notice of Termination detailing the alleged Cause.

Cause. The Immediately upon written notice by the Company may terminate Employee's employment hereunder to the Executive of a termination for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) Executive’s conviction of (or a plea of guilty or nolo contendere to) a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a determination by a majority of the willful Board in good faith that Executive has (A) willfully and continued failure by Employee continuously failed to perform substantially perform his the Executive’s duties or obligations hereunder (other than any such failure resulting from Employee's the Executive’s Disability or incapacity due to bodily injury or physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Company Board that specifically identifies the manner in which the Company Board believes Employee that the Executive has not substantially performed his duties or obligationsthe Executive’s duties, (iiB) the willful engaging by Employee engaged in misconduct whichillegal conduct, an act of dishonesty or gross misconduct, in each case which is in the reasonable opinion course of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of Executive’s employment and materially injurious to the Company, (iiiC) willfully violated a material requirement of the conviction Company’s code of Employee of any felony conduct or the entry by Employee of any plea of nolo contendere in response Executive’s fiduciary duty to an indictment for a crime involving moral turpitudethe Company, or (ivD) the breach by Employee of a term or condition violated Section 1(b) of this Agreement. For purposes of this paragraph, no act, No act or failure to act, act on Employee's the part of the Executive shall be considered "“willful" ” unless it is done, or omitted to be done, by him not the Executive in good bad faith and without reasonable belief that his the Executive’s action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding the foregoing, Employee Cause shall not be deemed to have been terminated include any act or omission of which the Audit Committee of the Board (or the full Board) has had actual knowledge of all material facts related thereto for Cause at least 90 days without asserting that the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for act or omission constitutes Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Agreement “Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following ” means: (i) a material breach by the willful Employee of the obligations under this agreement or any other written agreement with the Company or (b) a failure to attempt in good faith to perform the Employee’s duties and continued failure by Employee to substantially perform his duties or obligations hereunder responsibilities (other than any such failure resulting from Employee's as a result of incapacity due to physical or mental illness), which is demonstrably willful and deliberate on the Employee’s part provided that such breach or failure is not remedied within ten (10) days after demand for substantial performance is delivered by receipt of notice from the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties specifying such breach or obligations, failure; (ii) the willful engaging Employee’s conviction for committing a felony or the guilty or nolo contendere plea by the Employee to a felony (other than as a result of vicarious liability where the Employee was not involved in misconduct which, in the reasonable opinion and had no material knowledge of the Board action or inactions leading to the charges or had such involvement or knowledge but acted upon advise of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, Corporation’s counsel as to its legality); (iii) the conviction of (a) insubordination or willful engaging by the Employee of any felony in misconduct or (b) the Employee’s gross negligence, in either case, with regard to the Corporation or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeEmployee’s duties, which have, or is likely to have, a material adverse impact on the Corporation; or (iv) a material act of dishonesty or breach of trust on the breach by Employee Employee’s part resulting or intending to result, directly or indirectly, in material personal or family gain or enrichment at the expense of a term or condition of this Agreementthe Employer. For purposes of this paragraph, no act, or failure to act, on the Employee's ’s part shall be considered "“willful" ” unless done, done or omitted to be done, by him the Employee not in good faith and without reasonable belief that his the Employee’s action or omission was in the best interest interests of the CompanyCorporation. Notwithstanding In the foregoingevent that the Employee alleges that the failure to attempt to perform the Employee’s duties and responsibilities is due to a physical or mental illness, and thus not “Cause” as defined above, the Employee shall not be deemed required to have been terminated for Cause without furnish the following (i) reasonable notice Corporation with a written statement from a licensed physician who is reasonably acceptable to Employee setting forth the reasons for Corporation which confirms the Company's intention Employee’s inability to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, attempt to be heard before the Board, and (iii) delivery perform due to Employee of a Notice of Termination in accordance with Section 9(d)such physical or mental illness.

Cause. The Immediately upon written notice by the Company may terminate Employee's employment hereunder to the Executive of a termination for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) Executive’s conviction or plea of nolo contendere to a felony or any crime involving moral turpitude; (ii) a willful act of theft, embezzlement or misappropriation from the willful Company; or (iii) a determination by the Board that Executive has willfully and continued failure by Employee continuously failed to perform substantially perform his the Executive’s duties or obligations hereunder (other than any such failure resulting from Employee's the Executive’s Disability or incapacity due to bodily injury or physical or mental illness), after (A) a written demand for substantial performance is delivered to the Executive by the Company that Board which specifically identifies the manner in which the Company Board believes Employee that the Executive has not substantially performed his the Executive’s duties and provides the Executive with the opportunity to correct such failure if, and only if, such failure is capable of cure; and (B) the Executive’s failure to correct such failure which is capable of cure within 30 days of receipt of the demand for performance. For the avoidance of doubt, the parties expressly agree that only Cause pursuant to Section 7(c)(iii) shall be deemed capable of cure. Notwithstanding the foregoing, “Cause” shall not include any act or obligationsomission that the Executive believes in good faith to have been in or not opposed to the interest of the Company (without intent of Executive to gain therefrom, directly or indirectly, a profit to which he was not legally entitled). The Company may only terminate the Executive’s employment for Cause if (A) a determination that Cause exists is made and approved by three fourths of the independent directors of the Company’s Board, (iiB) for a termination for Cause under Section 7(c)(iii), the willful engaging by Employee in misconduct which, in the reasonable opinion Executive is given at least five (5) days’ written notice of the Board of the Companymeeting called to make such determination, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, and (iiiC) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudetermination for Cause under Section 7(c)(iii), or (iv) the breach by Employee of a term or condition of this AgreementExecutive and his legal counsel are given the opportunity to address such meeting. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not In the event that the Board has so determined in good faith and without reasonable belief that his action or omission was 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. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's your employment hereunder for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the willful and continued continuous failure by Employee you to substantially perform his your duties or obligations hereunder (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), which failure is not cured within thirty (30) business days after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has you have willfully and continuously not substantially performed his duties or obligations, your duties; (ii) the willful engaging by Employee you in misconduct whichwhich is materially injurious to the Company, in the reasonable opinion of the Board monetarily or otherwise (including, but not limited to, your violation of the Company, will have a material adverse effect on the reputation, operations, prospects ’s Code of Corporate Responsibility); or business relations of the Company, (iii) the conviction commission of Employee an act or omission that constitutes a material breach of any felony this Agreement (including, but not limited to, the violation of your obligations under Sections 11, 12 or 13 hereof), which act or omission is not cured within thirty (30) business days after a notice is delivered by the entry by Employee of any plea of nolo contendere Company that specifically identifies the manner in response to an indictment for a crime involving moral turpitude, or (iv) which the breach by Employee of a term or condition of Company believes you have materially breached this Agreement. For purposes of this paragraphsubsection, no act, or failure to act, on Employee's your part shall be considered "“willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was legal, compliant with the Company’s Code of Corporate Responsibility and in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Subject to the notice provisions set forth below, the Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of at any of the following time. "Cause" shall mean termination upon: (i1) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to him by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee that he has not substantially performed his duties or obligations, duties; (ii2) the Employee's willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of that is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise; or (iii3) the conviction Employee's commission of Employee such acts of any felony dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the entry by Employee effective performance of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementhis duties. For purposes of this paragraphsubsection (b), no act, or failure to act, on the Employee's part shall be considered deemed "willful" unless done, or omitted to be done, by him not in good faith and without the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to him a copy of a resolution duly adopted by the following affirmative vote of a majority of the non-employee members of the Board at a meeting of such members (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) him and an opportunity for Employeehim, together with his counsel, to be heard before such members of the Board), finding that he has engaged in the conduct set forth above in this subsection (b) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company shall have of your employment for ----- "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean termination (i) the upon your willful and continued failure by Employee to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after your issuance of a Notice of Termination (as defined in Section 4(f) for Good Reason), after a written demand for substantial performance is delivered to you by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee has that you have not substantially performed his duties or obligationsyour duties, (ii) upon your willful and continued failure to substantially follow and comply with the willful engaging by Employee in misconduct which, in the reasonable opinion specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by the CompanyBoard, will which demand specifically identifies the manner in which the Board believes that you have a material adverse effect on the reputation, operations, prospects or business relations of the Companynot substantially performed your duties, (iii) upon your willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeCompany, or (iv) upon your willful engagement in illegal conduct or gross misconduct, in each case which is materially and demonstrably injurious to the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraphSection 4(c), no act, or failure to act, on Employee's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyfaith. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without the following (i) reasonable notice pursuant to Employee setting forth the reasons for the Company's intention to terminate for CauseSections 4(c)(i), (ii) or (iv) hereof unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to you, an opportunity for Employeeyou, together with his your counsel, to be heard before the Board and a reasonable opportunity to cure), finding that in the Board, 's good faith opinion you were guilty of conduct set forth above in this Section 4(c) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company EMPLOYER may terminate Employee's the EXECUTIVE'S employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company shall have "CauseCAUSE." to terminate Employee's employment hereunder upon the occurrence of any A termination for CAUSE is a termination by reason of the following good faith determination by the EMPLOYER, subject to the approval of the THI Board of Directors, that the EXECUTIVE (ia) the willful willfully and continued failure by Employee continually failed to substantially perform his his/her duties or obligations hereunder with the EMPLOYER (other than any such a failure resulting from Employee's the EXECUTIVE'S incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the EXECUTIVE by the Company that EMPLOYER, with the prior approval of the THI Board of Directors, which specifically identifies the manner in which the Company EMPLOYER believes Employee that the EXECUTIVE has not substantially performed his his/her duties or obligations, and such failure substantially to perform continues for at least fourteen (ii14) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudedays, or (ivb) has willfully engaged in conduct which is demonstrably and materially injurious to the breach EMPLOYER or THI, monetarily or otherwise, or (c) has otherwise materially breached this Agreement (including, without limitation, a voluntary termination of the EXECUTIVE'S employment by Employee of a term or condition of this Agreementthe EXECUTIVE during the EMPLOYMENT TERM). For purposes of this paragraph, no No act, or nor failure to act, on Employee's part the EXECUTIVE'S part, shall be considered "willful" unless dones/he has acted, or omitted failed to be doneact, by him not in with an absence of good faith and without a reasonable belief that his his/her action or omission failure to act was in the best interest of the CompanyEMPLOYER and THI. Notwithstanding the foregoing, Employee the EXECUTIVE'S employment shall not be deemed to have been terminated for Cause without CAUSE unless and until (1) there shall have been delivered to the following (i) reasonable EXECUTIVE a copy of a written notice to Employee setting forth that the reasons for the Company's intention to terminate for CauseEXECUTIVE was guilty of conduct set forth above in clause (a), (iib) or (c) of the first sentence of this Section 4.1 and specifying the particulars thereof in detail, and (2) the EXECUTIVE shall have been provided an opportunity for Employee, together with his counsel, to be heard before by the Board, and Board of Directors of THI (iii) delivery to Employee with the assistance of a Notice of Termination in accordance with Section 9(dEXECUTIVE'S counsel).

Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "CauseCAUSE" to terminate the Employee's employment hereunder upon the occurrence (A) breach of any of the following this Agreement by Employee, (iB) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness)) or failure to follow the specific reasonable directives of the Board of Directors, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Employee has not substantially performed his duties is delivered to the Employee by the Company, or obligations, (iiC) the willful engaging by the Employee in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable 15 days notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, Cause and (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to the Employee of a Notice of Termination as defined in accordance with Section 9(d)5.6 hereof, from the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Employee was guilty of conduct set forth above in clause (B) of this Section 5.3 and specifying the particulars thereof in detail.

Cause. The Subject to the notice provisions set forth below, the Company may terminate the Employee's ’s employment hereunder for “Cause” at any time. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean termination upon: (i1) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to him by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee that he has not substantially performed his duties or obligations, duties; (ii2) the Employee’s willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of that is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise; or (iii3) the conviction Employee’s commission of Employee such acts of any felony dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the entry by Employee effective performance of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementhis duties. For purposes of this paragraphsubsection (b), no act, or failure to act, on the Employee's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him not in good faith and without the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to him a copy of a resolution duly adopted by the following affirmative vote of a majority of the non-employee members of the Board at a meeting of such members (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) him and an opportunity for Employeehim, together with his counsel, to be heard before such members of the Board), finding that he has engaged in the conduct set forth above in this subsection (b) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employeetermination of the Executive's employment hereunder by the Company for "Cause. ." For purposes of this Agreement, termination of the Executive's employment by the Company for Cause shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any mean termination for one of the following fol- lowing reasons: (i) the willful and continued failure conviction of the Executive of a felony by Employee to substantially perform his duties a federal or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, state court of competent jurisdiction; (ii) an act or acts of dishonesty taken by the willful engaging by Employee Executive and intended to result in misconduct which, in the reasonable opinion substantial personal enrichment of the Board Executive at the expense of the Company, will have a material adverse effect on the reputation, operations, prospects Company or business relations of the Company, its shareholders; or (iii) the conviction Executive's "willful" failure to follow a direct lawful written order from his supervisor, within the reason- able scope of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment Executive's duties, which failure is not cured within 30 days. Further, for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no Section (b): (1) No act, or failure to act, on Employeethe Executive's part shall be considered deemed "willful" unless done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his the Executive's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee . (2) The Executive shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to the following Executive a copy of the resolution duly adopted by the affirmative vote of not less than three- fourths (i3/4ths) of the entire membership of the Board of Directors of Devon Energy, at a meeting of the Board of Direc- tors called and held for such purpose (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) Executive and an opportunity for Employeethe Executive, together togeth- er with his the Executive's counsel, to be heard before the BoardBoard of Directors), and finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct set forth in clauses (i), (ii), or (iii) delivery to Employee of a Notice of Termination above and specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company Corporation may terminate the Employee's employment hereunder for Cause or without Cause. For purposes Termination for Cause shall mean termination because of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder to the detriment of the Corporation (other than any such failure resulting from Employee's his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the Company that Board which specifically identifies the manner in which the Company Board believes the Employee has not substantially performed his duties to the detriment of the Corporation, or obligations, (ii) the willful engaging by the Employee in gross misconduct which, in materially and demonstrably injurious to the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementCorporation. For purposes of this paragraphparagraph (c), no act or failure to act by the Employee shall be considered "willful" unless done or omitted to be done by the Employee in bad faith and without reasonable belief that the Employee's action or omission was in the best interests of the Corporation or its affiliates. Any act, or failure to act, on Employee's part based upon authority given pursuant to a resolution duly adopted by the Board, shall be considered "willful" unless conclusively presumed to be done, or omitted to be done, by him not the Employee in good faith and without reasonable belief that his action or omission was in the best interest interests of the CompanyCorporation. Notwithstanding the foregoing, Employee Cause shall not be deemed exist unless and until the Corporation has delivered to have been terminated the Employee a copy of a resolution duly adopted by two-thirds (2/3) of the entire Board at a meeting of the Board called and held for Cause without the following such purpose (i) after reasonable notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for the Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of conduct set forth in clause (i) or (ii) has occurred and (iii) delivery to specifying the particulars thereof in detail. Following a Change in Control, the Corporation must notify the Employee of a Notice any event constituting Cause within ninety (90) days following the Corporation's knowledge of Termination in accordance with Section 9(d)its existence or such event shall not constitute Cause under this Agreement.

Cause. The Company may terminate Employee's employment hereunder this Agreement, upon written notice to the Employee delivered in accordance with SECTIONS 5(g) and 12(c) hereof, for Cause. For purposes of this Agreement, the Company shall have "CauseCAUSE" to terminate Employee's employment hereunder upon the occurrence of any of the following means (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered commission by the Company that specifically identifies Employee (as determined in good faith by the manner Board or the Parent Board or a committee thereof) of a crime or criminal offense involving theft, fraud, embezzlement or other felony or otherwise involving dishonesty, in which each case with respect to the Company believes Employee has not substantially performed his duties or obligationsCompany, (ii) the Employee's willful refusal, without proper legal cause, to perform his duties and responsibilities as contemplated in this Agreement or (iii) the Employee's engaging by Employee (A) in misconduct whichactivities which would constitute a material breach of a material term of this Agreement, the Company's Code of Ethics, the Company's policies and regulations, including but not limited to, policies regarding trading in the reasonable opinion Common Stock or reimbursement of the Board business expenses or any other applicable policies, rules or regulations of the Company, will have or (B) in improper conduct which would result in a material adverse effect on injury to the reputationbusiness, operationscondition (financial or otherwise), results of operations or prospects of the Company or business relations of its Affiliates (as determined in good faith by the Board or the Parent Board or a committee thereof), (iv) willful misconduct by Employee injurious to the Company, or (iiiv) the conviction of Employee of any felony or the entry conduct by Employee of any plea of nolo contendere in response tending to an indictment for a crime involving moral turpitudebring the Company into substantial public disgrace or disrepute; PROVIDED, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphHOWEVER, that no act, or failure termination pursuant to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, clause (ii) an opportunity for Employee, together with his counsel, hereof shall become effective unless Employee shall have failed to be heard before cure such Cause to the Board, and satisfaction of the Board or the Parent Board in their sole discretion within thirty (iii30) delivery to Employee of days after receiving a Notice of Termination in accordance with Section 9(d)detailing the alleged Cause.

Cause. The Company may shall have the right to terminate Employee's the Executive’s employment hereunder for Cause. For purposes hereof, a termination by the Company for “Cause” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute “Cause” because of (1) the Executive’s conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (2) fraud or other willful misconduct by the Executive in respect of the Executive’s obligations under this Agreement, or (3) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive’s refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. “Cause” shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement, . Action or inaction by the Company Executive shall have "Cause" to terminate Employee's employment hereunder upon not be considered “willful” unless done or omitted by the occurrence of any Executive intentionally and without the Executive’s reasonable belief that the Executive’s action or inaction was in the best interests of the following (i) the willful Company, and continued shall not include failure to act by Employee to substantially perform his duties reason of total or obligations hereunder (other than any such failure resulting from Employee's partial incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for term “Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following ” means: (i) the willful and Employee’s continued failure by Employee to substantially perform his duties or obligations hereunder and responsibilities with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness), incapacity) after a written demand for substantial performance that is not unreasonable under industry standards is delivered to him by the Company that Board which specifically identifies the manner in which the Company Board believes Employee he has not substantially performed his duties or obligationsduties, (ii) gross negligence or willful misconduct which causes material injury, monetary or otherwise, to the willful engaging by Company or its affiliates, (iii) intentional action, materially and demonstrably injurious to the Company, which Employee in misconduct which, in knows would not comply with the reasonable opinion laws of the Board United States or any other jurisdiction applicable to Employee’s actions on behalf of the Company, will have a material adverse effect on and/or any of its subsidiaries or affiliates, including specifically, without limitation, the reputationUnited States Foreign Corrupt Practices Act, operationsgenerally codified in 15 USC 78 (the “FCPA”), prospects or business relations of as the CompanyFCPA may hereafter be amended, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeand/or its successor statutes, or (iv) violation of one or more of the breach by Employee covenants in Article V (except violation of a term or condition the covenant not to compete after termination of this Agreementemployment after Change in Control as discussed herein). For purposes of this paragraph, no act, No act or failure to act, on Employee's part act by Employee shall be considered "“willful" ” unless done, done or omitted to be done, done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The unwillingness of Employee to accept, under circumstances that give rise to Constructive Termination, any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, or other action by or at request of the Company in respect of his position, authority, or responsibility that is contrary to this Agreement, may not be considered by the Board to be a failure to perform or misconduct by Employee. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without for purposes of the following Agreement unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-fourths of the entire Board at a meeting of the Board called and held (i) reasonable after a notice to Employee setting forth identifying in reasonable detail the reasons for the Company's intention to terminate for Cause, (ii) manner in which Company believes Cause exists and an opportunity for Employee, together with Employee and his counsel, counsel to prepare for and to be heard before the Board) for the purpose of considering whether Employee has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for Cause hereunder, finding that, in the good faith opinion of the Board, Employee has been guilty thereof and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)specifying the particulars thereof.

Cause. The Company may terminate Employee's employment hereunder this Agreement, at any time, for Cause"cause". For purposes of this the Agreement, Employee's employment may be terminated for "cause" if: (a) he engages in gross misconduct, or dishonesty (which in either case results in material harm to the Company); (b) materially fails to perform or observe any of the terms or provisions of this Agreement (c) fails to carry out reasonable directives of the Chief Executive Officer of the Company or the Board in 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 "Cause" been in or not opposed to the best interests of the Company, and provided further, however, that in any event, Employee shall be given written notice by the Board that the Company intends to terminate Employee's employment hereunder upon for cause, which written notice shall specify the occurrence act or acts on the basis of any which the Company intends so to terminate Employee's employment, and Employee shall then be given the opportunity, within fifteen (15) days 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 following preceding sentence, Employee will be given seven (i7) days after such meeting within which to cease or correct the willful and continued performance (or nonperformance) or to cure the harm giving rise to such written notice and, upon failure by of Employee within such seven (7) day period to substantially perform his duties cease or obligations hereunder (other than any such failure resulting from correct same, Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered employment by the Company that specifically identifies shall automatically terminate hereunder for cause. If Employee ceases or cures to the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion satisfaction of the Board of Directors, the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part employment agreement shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination continue in accordance with Section 9(d)the terms hereof.

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the conviction of, or plea of guilty or nolo contendre to, a felony; or (ii) willful and continued failure by Employee to use reasonable best efforts to substantially perform his her duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illnessillness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 6(d), ) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Employee Executive has not used reasonable best efforts to substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, perform her duties; or (iii) willful misconduct (including, but not limited to, a willful breach of the conviction provisions of Employee of Section 10) that is materially economically injurious to the Company or to any felony entity in control of, controlled by or under common control with the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or Company (iv) the breach by Employee of a term or condition of this Agreement"Affiliate"). For purposes of this paragraphSection 6(c), no act, or failure to act, on Employee's part by Executive shall be considered "willful" unless done, or omitted to be done, by him not committed in good bad faith and without a reasonable belief that his action the act or omission was in the best interest interests of the Company. Notwithstanding Company or any Affiliates thereof; provided, however, that the foregoing, Employee willful requirement outlined in paragraphs (ii) or (iii) above shall not be deemed to have been terminated occurred if the Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action. Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, shall not exist under paragraph (ii) or (iii) above unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for EmployeeExecutive, together with his her counsel, to be heard before the Board), and finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) or (iii) delivery and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any court of competent jurisdiction the Board's determination that Cause exists or that Executive has failed to Employee of a Notice of Termination in accordance with Section 9(d)cure any act (or failure to act) that purportedly formed the basis for the Board's determination.

Cause. The Company may may, at its option, exercised by notice to E▇▇▇▇▇▇▇, terminate Employee's employment this engagement for “cause” (as hereinafter defined) when cause exists, which notice will include a statement of the anticipated date of termination and a detailed basis for such termination for cause. In the event of termination for cause, the Company shall have no further obligations to E▇▇▇▇▇▇▇ hereunder except for Causepayment of a pro rated portion of his Base Pay through the date of termination (if accrued but unpaid). For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following term “cause” means (i) the any felony criminal conviction of E▇▇▇▇▇▇▇; (ii) any willful and continued failure by Employee of E▇▇▇▇▇▇▇ to substantially perform his duties or obligations hereunder (other than any such as a result of E▇▇▇▇▇▇▇’▇ disability) which failure resulting from Employee's incapacity due to physical or mental illness), continues for more than ten business days after a written demand for substantial performance is delivered to E▇▇▇▇▇▇▇ by the Company that Board of Directors, which demand specifically identifies the manner alleged failure to perform; (iii) a willful act of fraud or dishonesty by E▇▇▇▇▇▇▇ in which the Company believes Employee has not substantially performed performance of his duties or obligations, (ii) that has an impact on the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board financial reporting of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, ; or (iv) the a material breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyprovisions of Section 5.1. Notwithstanding anything herein to the foregoingcontrary, Employee E▇▇▇▇▇▇▇ shall not be deemed to have been terminated for Cause cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employeehim, together with his counsel, to be heard before the BoardBoard of Directors during the ten business day period preceding the anticipated date of termination. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by E▇▇▇▇▇▇▇ in good faith and (iii) delivery to Employee in the best interests of the Company and shall not be a Notice of Termination in accordance with Section 9(d)basis for a termination for cause.

Cause. The Company may terminate Employee's the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that the Company shall have "Cause" to terminate Employee's employment hereunder Company, acting in good faith based upon the occurrence of any of information then known to the following (i) Company, determines that the Executive has engaged in or committed: willful and continued misconduct; theft, fraud or other illegal conduct; failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), the Executive’s Disability) for a 30-day period after written demand for substantial performance is delivered by the Company that specifically refers to this paragraph and identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties duties; insubordination; any willful act that is likely to and which does in fact have the effect of injuring the reputation or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board business of the Company, will have ; violation of any fiduciary duty; violation of the Executive’s duty of loyalty to the Company; or a breach of any material term of this Agreement for a 30-day period after written notification is delivered by the Company that specifically refers to this paragraph and identifies the manner in which the Company believes the Executive has breached a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's the Executive’s part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without delivery to the following (i) reasonable Executive of a notice to Employee setting forth the reasons for of termination signed by the Company's intention to terminate for Cause’s Chief Executive Officer or Chairman of the Board stating that in the good faith opinion of the officer signing such notice, (ii) an opportunity for Employee, together with his counsel, to be heard before the BoardExecutive has engaged in or committed conduct of the nature described in the second sentence of this paragraph, and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may shall have the right to terminate EmployeeExecutive's ----- employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the willful and continued Conviction of, or plea of guilty or nolo contendere to, a felony; or (ii) Continued failure by Employee to use reasonable best efforts to substantially perform his duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illness), illness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Employee Executive has not used reasonable best efforts to substantially performed perform his duties duties; or (iii) Misconduct (including, but not limited to, a breach of the provisions of Section 10) that is materially economically injurious to the Company or obligationsto any entity in control of, controlled by or under common control with the Company ("Affiliates"). Cause shall not exist under paragraph (ii) or (iii) above unless and until the willful engaging Company has delivered to Executive a copy of a resolution duly adopted by Employee in misconduct which, in the reasonable opinion a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, Board called and held for such purpose (iiiafter reasonable (but in no event less than thirty (30) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (ivdays) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) Executive and an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board), and finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) or (iii) delivery and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any court of competent jurisdiction the Board's determination that Cause exists or that Executive has failed to Employee of a Notice of Termination in accordance with Section 9(d)cure any act (or failure to act) that purportedly formed the basis for the Board's determination.

Cause. The Company may terminate Employee's ’s employment and all of Employee’s rights to receive any benefits hereunder for Cause. For purposes of this Agreement, the Company term “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of be defined as any of the following following; provided, however, that the Company must determine the presence of such Cause in good faith: (i) the Employee’s material and willful breach of any duties and continued failure by Employee to substantially perform his duties or obligations hereunder responsibilities under this Agreement (other than any such failure resulting from Employee's as a result of incapacity due to physical or mental illnessEmployee’s disability), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, ; (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion Employee’s commission of the Board act of fraud upon the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, ; (iii) the conviction Employee’s immoderate use of Employee alcoholic beverages or narcotics or other substance abuse affecting Employee’s performance of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or his duties hereunder; (iv) the breach by Employee Employee’s conviction by, or entry of a term plea of guilty or condition nolo contendere in, a court of this Agreementcompetent and final jurisdiction for a felony or any crime which adversely affects the Company and/or its reputation in the community or which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved; or (v) Employee’s willful and material violation of any duty of loyalty to the Company or willful and material breach of Employee’s fiduciary duties to the Company. For purposes of this paragraph, no act, act or failure to act, act on Employee's the part of Employee shall be considered "“willful" ” unless done, or omitted to be done, by him not Employee in good bad faith and or without reasonable belief that his Employee’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have a termination of employment is for "Cause" to terminate Employee's employment hereunder upon if the occurrence Executive has been convicted of any a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the following Board that the Executive (ia) the willful intentionally and continued failure by Employee continually failed substantially to substantially perform his or her reasonably assigned duties or obligations hereunder with the Company (other than any such a failure resulting from Employeethe Executive's incapacity due to physical or mental illnessillness or from the assignment of duties that would constitute "Good Reason" as hereinafter defined), which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance is has been delivered by to the Company that specifically identifies Executive, specifying the manner in which the Company believes Employee Executive has not failed substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeperform, or (ivb) intentionally and continually failed substantially to follow or perform the lawful directives of the President or any other superior of the Executive (other than a failure resulting from the Executive's incapacity due to physical or mental illness or from the establishment of directives that would constitute "Good Reason" as hereinafter defined), which failure continued for a period of at least thirty (30) days after written notice of demand for compliance or substantial performance has been delivered to the Executive, specifying the manner in which the Executive has failed substantially to perform or comply; PROVIDED, HOWEVER, that no termination of the Executive's employment shall be for Cause as set forth in clauses (a) or (b) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clauses (a) or (b) and specifying the particulars thereof in reasonable detail, and (y) the breach Executive shall have been provided an opportunity to be heard in person by Employee of a term or condition of this Agreementthe Board. For purposes of this paragraph, no No act, or nor failure to act, on Employeethe Executive's part part, shall be considered "willfulintentional," unless donethe Executive has acted, or omitted failed to be doneact, by him not in with a lack of good faith and without or with a lack of reasonable belief that his the Executive's action or omission failure to act was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the conviction of, or plea of guilty or nolo contendere to, a felony; or (ii) willful and continued failure by Employee to use reasonable best efforts to substantially perform his duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illnessillness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 6(d), ) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Employee Executive has not used reasonable best efforts to substantially performed perform his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, duties; or (iii) willful misconduct (including, but not limited to, a willful breach of the conviction provisions of Employee of Section 10) that is materially economically injurious to the Company or to any felony entity in control of, controlled by or under common control with the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or Company (iv) the breach by Employee of a term or condition of this Agreement"Affiliate"). For purposes of this paragraphSection 6(c), no act, or failure to act, on Employee's part by Executive shall be considered "willful" unless done, or omitted to be done, by him not committed in good bad faith and without a reasonable belief that his action the act or omission was in the best interest interests of the Company. Notwithstanding Company or any Affiliates thereof; provided, however, that the foregoing, Employee willful requirement outlined in paragraphs (ii) or (iii) above shall not be deemed to have been terminated occurred if the Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action. Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, shall not exist under paragraph (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and or (iii) delivery above unless and until the Company has delivered to Employee Executive a copy of a Notice resolution duly adopted by a majority of Termination in accordance with Section 9(d).the Board

Cause. The Company Employer may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have term "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall ----- mean: (i) a material violation by the willful Employee of Sections 1(c), 7, 8, 9, 10 and continued 11 of this Agreement; (ii) the failure by the Employee to reasonably and substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to as a result of physical or mental illnessillness or injury), after the Employer delivers to the Employee a written demand for reasonable and substantial performance is delivered by the Company that specifically identifies the manner in which the Company Employer believes that the Employee has not reasonably and substantially performed his the Employee's duties or obligations, and provides the Employee fifteen (ii15) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, days to cure such non-performance; (iii) the conviction of Employee of any felony Employee's willful misconduct or gross negligence which is materially injurious to the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, Employer; or (iv) the breach by indictment of the Employee of for a term felony or condition of this Agreementother serious crime involving moral turpitude. For purposes of this paragraphIf, no act, or failure subsequent to act, on the Employee's part shall be considered "willful" unless donetermination of employment hereunder for other than Cause, or omitted to be done, by him not it is determined in good faith and without reasonable belief by the Board that his action or omission was in the best interest Employee's employment could have been terminated for Cause under clause (iv) of this Section 3(c), the Employee's employment shall, at the election of the Company. Notwithstanding the foregoingBoard, Employee shall not be deemed to have been terminated for Cause without retroactively to the following (idate the events giving rise to Cause occurred. All actions taken by the Employer under this Section 3(c) reasonable notice to Employee setting forth shall be taken by action or at the reasons for direction of the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before Board or the Executive Committee of the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have a termination of employment is for "Cause" to terminate Employee's employment hereunder upon if the occurrence Executive has been convicted of any a felony involving fraud or dishonesty or the termination is evidenced by a resolution adopted in good faith by at least two-thirds of the following Board that the Executive: (i) the willful intentionally and continued failure by Employee continually failed substantially to substantially perform his reasonably assigned duties or obligations hereunder with the Company (other than any such a failure resulting from Employeethe Executive's incapacity due to physical or mental illness), illness or from the Executive's assignment of duties that would constitute "Good Reason" as hereinafter defined) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance is has been delivered by to the Company that specifically identifies Executive specifying the manner in which the Company believes Employee Executive has not failed substantially performed his duties to perform or obligations, (ii) intentionally engaged in conduct which is demonstrably and materially injurious to the willful engaging by Employee in misconduct whichCompany; PROVIDED, in the reasonable opinion HOWEVER, that no termination of the Board Executive's employment shall be for Cause as set forth in clause (ii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the Company, will conduct set forth in clause (ii) and specifying the particulars thereof in detail and (y) the Executive shall have a material adverse effect on been provided an opportunity to be heard in person by the reputation, operations, prospects or business relations Board (with the assistance of the Company, (iii) Executive's counsel if the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to Executive so desires). Neither an indictment for act nor a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willfulintentional" unless done, the Executive has acted or omitted failed to be done, by him not in act with a lack of good faith and without with a lack of reasonable belief that his the Executive's action or omission failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the foregoingcontrary, Employee shall not be deemed no failure to have been terminated for Cause without perform by the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of Executive after a Notice of Termination in accordance with Section 9(d)is given by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Immediately upon written notice by the Company may terminate Employee's employment hereunder to the Executive of a termination for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) Executive’s conviction of (or a plea of guilty or nolo contendere to) a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a determination by a majority of the willful Board in good faith that Executive has (A) willfully and continued failure by Employee continuously failed to perform substantially perform his the Executive’s duties or obligations hereunder (other than any such failure resulting from Employee's the Executive’s Disability or incapacity due to bodily injury or physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Company Board that specifically identifies the manner in which the Company Board believes Employee that the Executive has not substantially performed his duties or obligationsthe Executive’s duties, (iiB) the willful engaging by Employee engaged in misconduct whichillegal conduct, an act of dishonesty or gross misconduct, in each case which is in the reasonable opinion course of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of Executive’s employment and materially injurious to the Company, (iiiC) willfully violated a material requirement of the conviction Company’s code of Employee of any felony conduct or the entry by Employee of any plea of nolo contendere in response Executive’s fiduciary duty to an indictment for a crime involving moral turpitudethe Company, or D) violated section 1 (ivb) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, No act or failure to act, act on Employee's the part of the Executive shall be considered "“willful" ” unless it is done, or omitted to be done, by him not the Executive in good bad faith and without reasonable belief that his the Executive’s action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding the foregoing, Employee Cause shall not be deemed to have been terminated include any act or omission of which the Audit Committee of the Board (or the full Board) has had actual knowledge of all material facts related thereto for Cause at least 90 days without asserting that the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for act or omission constitutes Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder this Agreement, upon written notice to the Employee delivered in accordance with Sections 5(g) and 12(c) hereof, for Cause. For purposes of this Agreement, the Company shall have "“Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following ” means (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered commission by the Company that specifically identifies Employee (as determined in good faith by the manner Parent Board or a committee thereof) of a crime or criminal offense involving theft, fraud, embezzlement or other felony or otherwise involving dishonesty, in which each case with respect to the Company believes Employee has not substantially performed his duties or obligationsCompany, (ii) the Employee’s willful refusal, without proper legal cause, to perform his duties and responsibilities as contemplated in this Agreement or (iii) the Employee’s engaging by Employee (A) in misconduct whichactivities which would constitute a material breach of a material term of this Agreement, the Company’s Code of Ethics, the Company’s policies and regulations, including but not limited to, policies regarding trading in the reasonable opinion Common Stock or reimbursement of the Board business expenses or any other applicable policies, rules or regulations of the Company, will have or (B) in improper conduct which would result in a material adverse effect on injury to the reputationbusiness, operationscondition (financial or otherwise), results of operations or prospects of the Company or business relations of its Affiliates (as determined in good faith by the Parent Board or a committee thereof), (iv) willful misconduct by Employee injurious to the Company, or (iiiv) the conviction of Employee of any felony or the entry conduct by Employee of any plea of nolo contendere in response tending to an indictment for a crime involving moral turpitudebring the Company into substantial public disgrace or disrepute; provided, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphhowever, that no act, or failure termination pursuant to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, clause (ii) an opportunity for Employee, together with his counsel, hereof shall become effective unless Employee shall have failed to be heard before cure such Cause to the Board, and satisfaction of the Parent Board in their sole discretion within thirty (iii30) delivery to Employee of days after receiving a Notice of Termination in accordance with Section 9(d)detailing the alleged Cause.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company of Employee’s employment for “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean termination if (i) the willful and continued failure by Employee substantially fails to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's his incapacity due to physical Disability or mental illnessany such actual or anticipated failure resulting from termination by Employee for Good Reason (as defined below), ) after a written demand for substantial performance is delivered to Employee by the Company that Board, which demand specifically identifies the manner in which the Company Board believes that Employee has not substantially performed his duties or obligations, duties. (ii) Employee engages in conduct which is demonstrably and materially injurious to the willful engaging by Employee in misconduct whichCompany or any of its affiliates, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise. (iii) Employee commits fraud, bribery, embezzlement or other material dishonesty with respect to the conviction business of the Company or any of its affiliates, or the Company discovers that Employee of has committed any such act in the past with respect to a previous employer. (iv) Employee is indicted for any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime criminal act involving moral turpitude, or the Company discovers that Employee has been convicted of any such act in the past. (ivv) Employee commits a material breach of any of the breach by Employee of a term covenants, representations, terms or condition provisions of this Agreement; (vi) Employee violates any instructions or policies of the Company with respect to the operation of its business or affairs that causes material harm, economic or otherwise, to the Company; or (vii) Employee uses illegal drugs. For purposes of this paragraphSubsection, no act, or failure to act, on Employee's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyCompany and its affiliates. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the following affirmative vote (iwhich cannot be delegated) of not less than a majority of the members of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) him and an opportunity for Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Employee was guilty of conduct set forth above in clauses (i) through (vii) of the first sentence of this Subsection and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company Passports may terminate Employee's employment hereunder under this Agreement for "Cause. ." For purposes of this Agreement, the Company Passports shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following upon: (ia) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company Passports that specifically identifies the manner in which the Company Passports believes Employee has not substantially performed his duties duties, or obligations, (iib) the willful engaging by Employee in misconduct whichwhich is materially injurious to Passports, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraphSection 6.3, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyPassports. Notwithstanding Notwithstanding, the foregoing, Employee shall not be deemed to have been terminated for Cause without the following without: (i) reasonable notice to Employee setting forth the reasons reason for the Company's Passports' intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, Passports to be heard before the BoardBoard of Directors of Passports, and (iii) delivery to Employee of a Notice of Termination as defined in accordance with Section 9(d6.4.3 from the Board of Directors of Passports finding that in the good faith opinion of such executive, Employee was guilty of conduct set forth above in clause (a) or (b), and specifying the particulars thereof in detail.

Cause. The Termination by the Company may terminate of the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence shall mean termination as a result of any of the following (i) the willful and continued failure by the Employee to devote the time, attention and effort necessary to perform substantially perform his duties or obligations hereunder the services contemplated by this Agreement in a manner consistent with the Employee's past performance (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Employee by a member or representative of the Board of Directors of the Company that which specifically identifies the manner in which it is alleged that the Company believes Employee has not substantially performed his duties such services, or obligations, (ii) the willful engaging by the Employee in gross misconduct which, in the reasonable opinion of the Board of which is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph; provided that, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good bad faith and without reasonable belief that his such action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding It is also expressly understood that the foregoing, Employee Employee's attention to or engagement in matters not directly related to the business of the Company shall not provide a basis for termination for Cause if such attention or engagement is authorized by the terms of this Agreement or has otherwise been approved by the Board of Directors of the Company. Anything in this Agreement to the contrary notwithstanding the Employee's employment may not be deemed to have been terminated for Cause without unless and until there shall have been delivered to the following Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (i) after reasonable notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for the Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth in clause (i) or (ii) of this subparagraph (b) and (iii) delivery to Employee specifying the particulars thereof in detail. Except as otherwise provided in paragraphs 1 and 6, no purported termination by the Company of the Employee's employment which is not justified as a Notice termination of Termination in accordance with Section 9(d)the Employee's employment for Cause shall be effective.

Cause. The Company may terminate Employee's employment hereunder this Agreement, at any time, for Cause"cause". For purposes of this the Agreement, Employee's employment may be terminated for "cause" if: (a) he engages in gross misconduct, or dishonesty (which in either case results in material harm to the Company); (b) materially fails to perform or observe any of the terms or provisions of this Agreement (c) fails to carry out reasonable directives of the Chief Executive Officer of the Company or the Board in 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 "Cause" been in or not opposed to the best interests of the Company, and provided further, however, that in any event, Employee shall be given written notice by the Board that the Company intends to terminate Employee's employment hereunder upon for cause, which written notice shall specify the occurrence act or acts on the basis of any which the Company intends so to terminate Employee's employment, and Employee shall then be given the opportunity, within fifteen (15) days 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 following preceding sentence, Employee will be given seven (i7) days after such meeting within which to cease or correct the willful and continued performance (or nonperformance) or to cure the harm giving rise to such written notice and, upon failure by of Employee within such seven (7) day period to substantially perform his duties cease or obligations hereunder (other than any such failure resulting from correct same, Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered employment by the Company that specifically identifies shall automatically terminate hereunder for cause. If Employee ceases or cures to the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion satisfaction of the Board of Directors, the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part employment agreement shall be considered "willful" unless done, continue in accordance with the terms hereof. Upon such termination or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoingremoval, Employee shall not be deemed entitled to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons all accrued Base Salary and a pro rata portion of all incentive compensation for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Boardyear in which termination occurs, and (iii) delivery to Employee of a Notice of Termination any benefits due under any compensation or benefit plan including those listed in accordance with Section 9(d)1 hereof provided by the Company for officers generally or otherwise.

Cause. The Company Employer may terminate Employee's employment hereunder for ----- "Cause. ." For the purposes of this Agreement, the Company Employer shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (iA) the willful and continued failure by Employee to substantially perform his Employee's duties or obligations hereunder with the Employer (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after a demand for substantial performance is delivered to Employee by the Company that Board which specifically identifies the manner in which the Company Board believes that Employee has not substantially performed his duties duties, or obligations, (iiB) the willful engaging by Employee in gross misconduct which, in the reasonable opinion of the Board of materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no an act, or failure to act, on Employee's part shall not be considered "willful" unless if done, or omitted to be done, by him not Employee (A) in good faith and without (B) with reasonable belief that his action or omission was in not opposed to the best interest interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the following affirmative vote of not less than two-thirds (i2/3d's) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company shall have of your employment for "Cause" to terminate Employee's employment hereunder upon the occurrence of shall mean termination for any of the following reasons: (i) the willful and continued failure by Employee you to perform substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), ) after demand for substantial performance is delivered to you by the Company that Chairman of the Board or the CEO of the Company, which demand specifically identifies the manner in which the Company such executive believes Employee has that you have not substantially performed his duties or obligations, your duties; (ii) the willful engaging by Employee you in misconduct whichillegal conduct that materially and demonstrably damages the Company's business or reputation; (iii) the commission of any act which injures, or in the reasonable opinion judgment of the Board could reasonably be expected to injure, materially the reputation, business or business relationships of the Company, will have a material adverse effect on the reputationincluding, operationswithout limitation, prospects or business relations any breach of written policies of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere Company with respect to trading in response to an indictment for a crime involving moral turpitude, securities; or (iv) any conduct in the breach by Employee course of a term your employment that constitutes, in the Company's reasonable judgement, gross negligence, fraud, embezzlement or condition any acts of this Agreementmoral turpitude that result or are intended to result, directly or indirectly, to your personal enrichment at the Company's expense. For purposes of this paragraphSection 2(c), no act, act or failure to act, act on Employee's your part shall be considered "willful" unless done, or omitted to be done, by him not you in good bad faith and without reasonable belief that his your action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the foregoing, Employee shall not be deemed to have been terminated for Cause without Board or based upon the following (i) reasonable notice to Employee setting forth the reasons advise of counsel for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, company shall be conclusively presumed to be heard before done, or omitted to be done, by you in good faith and in the Board, and (iii) delivery to Employee best interests of a Notice of Termination in accordance with Section 9(d)the corporation.

Cause. The Company may terminate Employee's employment hereunder Nothing in this Agreement shall be construed to prevent the termination of this Agreement by the Employers for Cause"cause". For purposes of this Agreement, the Company "cause" shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the willful and continued Employee's intentional or deliberate failure by Employee to substantially perform his duties or obligations hereunder observe (other than by reason of illness, injury or incapacity) any such of the material terms or provisions of this Agreement, including the failure resulting from Employee's incapacity due of the Employee to physical or mental illness), after demand for substantial performance is delivered by follow the Company that specifically identifies directions of the manner in which the Company believes Employee has not substantially performed his duties or obligationsBoard of Trustees, (ii) dishonesty, misconduct or action on the willful engaging by Employee in misconduct which, in the reasonable opinion part of the Board Employee that is or is reasonably likely to be materially damaging or detrimental to the business of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the CompanyEmployers, (iii) the conviction of Employee a felony, or of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime misdemeanor involving moral turpitude, or (iv) insobriety or drug addiction that is materially affecting or is likely to materially affect the breach by Employee Employee's ability to perform the services required of him hereunder, or (v) misappropriation of funds. Subject to applicable cure periods as set out in the next sentence, the Employee's employment may be terminated for cause at any time. Prior to terminating this Agreement on account of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not cause described in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following clause (i) reasonable above (but not for any of the other enumerated "causes"), the Employers shall give the Employee thirty (30) days' written notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity to cure such failure to the reasonable satisfaction of the Employers. Upon termination for cause, the Employers shall pay to the Employee the compensation due to the Employee under Section 3.01 through the date of termination and the compensation earned under Section 3.02 through the last full fiscal quarter prior to such termination. Following a termination for cause and payment of the amounts required under this Section, the Employers shall have no further duty or obligation to the Employee; provided, together with his counselhowever, that the Employee shall continue to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).bound by Article V.

Cause. The Company may terminate Employeethe Executive's employment ------ hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee the Executive to substantially perform his her duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in Section 7(e), by the Executive for Good Reason, as defined in Section 7(d)(ii)), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligationsher duties, (ii) the willful engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputationmonetarily or otherwise (including, operationsbut not limited to, prospects conduct that constitutes Competitive Activity, as defined in Section 10), or business relations of the Company, (iii) the Executive's conviction of Employee of any a felony or the entry by Employee entering of any a plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementfelony charge. For purposes of --------------- this paragraphSection 7(c), no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him her not in good faith and without reasonable belief that his her action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall the Executive may not be deemed to have been terminated for Cause without the following pursuant to clause (i) or (ii) above without (1) reasonable notice in writing from the Board to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his her counsel, to be heard before the Board, and (iii3) delivery to Employee the Executive of a Notice of Termination from the Board finding that, in accordance with the good faith opinion of three-quarters (3/4) of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) above, as applicable, and specifying the particulars thereof in detail. No such notice or meeting before the Board shall be required if the termination for Cause is due to conduct described in clause (iii) of the second sentence of this Section 9(d7(c).

Cause. The Company may terminate Employeethe Executive's employment hereunder at any time for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the engaging by the Executive in willful and continued misconduct injurious to the Company, (ii) the embezzlement or misappropriation of funds or property of the Company by the Executive or the conviction of the Executive of a felony or the entrance of a plea of guilty by the Executive to a felony, other than such conduct, conviction or plea which does not (A) reasonably call into question the Executive's loyalty to the Company, (B) materially affect the Executive's ability to discharge his duties hereunder or (C) reflect adversely in a material way on the reputation of the Company, or (iii) the failure (due to other than death or disability as defined in subsection 5(b) hereof) or refusal by Employee the Executive, other than in isolated instances, to substantially perform his duties hereunder or obligations to devote substantially all of his time during normal business hours to the performance of his duties and responsibilities hereunder (or to comply with any other than any such material provisions of this Agreement, which failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee refusal has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in been cured to the reasonable opinion satisfaction of the Board of within the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, Notice Period (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementas defined below). For purposes of clause (i) of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee The Executive shall not be deemed to have been terminated for Cause without unless the following Company shall give the Executive a notice (the "Preliminary Notice") setting forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination for Cause. With respect to a termination for Cause arising out of conduct described in either clause (i) reasonable notice or (iii) above, the Executive shall not be deemed to Employee setting forth the reasons for the Company's intention to terminate have been terminated for Cause, unless (iii) an opportunity for Employeethe Executive, together with his counsel, shall have been given a reasonable opportunity to be heard before the Board, Board (the "Board Hearing") and (iiiii) delivery to Employee of if the Executive has been afforded such opportunity in accordance with the procedure set forth below, the Company shall have given the Executive a Notice of Termination stating that, in accordance the good faith opinion of not less than a majority of the entire membership of the Board (excluding the Executive), the Executive was guilty of the conduct asserted as the basis for such termination. The Executive shall have fifteen (15) days after the Preliminary Notice is given to request a Board Hearing, and, if so requested, the Executive shall have thirty (30) days (the "Notice Period") after the Preliminary Notice is given to appear before the Board or take such other action as he may deem appropriate, and the Notice Period is hereby agreed to as a reasonable opportunity for the Executive to be heard. In addition, at the request of the Board, the Executive will take a paid leave of absence during the Notice Period. Notwithstanding anything to the contrary contained herein, under no circumstances shall the Board's failure to meet with Section 9(d)the Executive result in an extension of the Date of Termination beyond the expiration of the Notice Period.

Cause. The If the Employee is terminated from employment with the ----- Company may for Cause (as defined below), then all the Options (whether vested or un-vested) shall automatically terminate and be canceled (without any action on the part of the Company) on the date upon which Preliminary Notice (as described below) is given to the Employee, provided that the Employee's employment hereunder for Causeis thereafter terminated. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon the occurrence of any of the following (iA) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered engaging by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in willful misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of that is materially injurious to the Company, (iiiB) the embezzlement or misappropriation of funds or property of the Company or its subsidiaries by the Employee or the conviction of the Employee of any a felony or the entry entrance of a plea of guilty, or nolo contendere by the Employee to a felony or (C) the failure or refusal by the Employee to devote his full business time and attention to the performance of his duties and responsibilities in connection with his employment or any other breach by the Employee of the terms of his employment in any plea of nolo contendere in response material respect if such breach has not been cured by the Employee within thirty (30) days after the Preliminary Notice has been given to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementEmployee. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, The Employee shall not be deemed to have been terminated for Cause without unless the following Company shall have given the Employee (i) notice (the "Preliminary Notice") setting forth, in reasonable notice detail the facts and circumstances claimed to Employee setting forth the reasons provide a basis for the Company's intention to terminate termination for Cause, (ii) an a reasonable opportunity for the Employee, together with his counsel, to be heard before the Board, Committee and (iii) delivery a notice of termination stating that, in the good faith judgement of the Committee, the Employee was guilty of conduct set forth in clauses (A), (B), or (C) above, and specifying the particulars thereof in reasonable detail. Upon receipt of the Preliminary Notice, the Employee shall have thirty (30) days in which to appear before the Committee with counsel, or take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to as a reasonable opportunity for the Employee of a Notice of Termination in accordance with Section 9(d)to be heard.

Cause. The Company and the Bank may terminate Employee's employment hereunder M▇. ▇▇▇▇▇▇’▇ services during the Consulting Period for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean: (i) the willful and continued failure by Employee of M▇. ▇▇▇▇▇▇ to perform substantially perform his duties with the Company or obligations hereunder one of its affiliates (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to M▇. ▇▇▇▇▇▇ by the Board of Directors of the Company that and/or the Bank which specifically identifies the manner in which the Company Board of Directors believes Employee that M▇. ▇▇▇▇▇▇ has not substantially performed his duties or obligations, and after M▇. ▇▇▇▇▇▇ has been given a 15 day period to cure such failure; or (ii) the willful engaging engagement by Employee M▇. ▇▇▇▇▇▇ in illegal conduct or gross misconduct which, in the reasonable opinion which violates any written code of conduct of the Board of Company and/or the Company, will have a material adverse effect on Bank or which is otherwise materially and demonstrably injurious to the reputation, operations, prospects or business relations of Company and/or the Company, Bank; or (iii) the conviction of Employee of any a felony or the entry by Employee of any plea of a guilty or nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach plea by Employee of a term or condition of this AgreementM▇. ▇▇▇▇▇▇ with respect thereto. For purposes of this paragraphprovision, no act, act or failure to act, on Employee's the part of M▇. ▇▇▇▇▇▇, shall be considered "“willful" ” unless it is done, or omitted to be done, by him not in good bad faith and or without reasonable belief that his action or omission was in the best interest interests of the CompanyCompany and/or the Bank. Notwithstanding Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the foregoingBoard of Directors of either the Company or the Bank or upon the instructions of the Chairman of the Board or a senior officer of the Company and/or the Bank or based upon the advice of counsel for the Company and/or the Bank shall be conclusively presumed to be done, Employee or omitted to be done, by M▇. ▇▇▇▇▇▇ in good faith and in the best interests of the Company and the Bank. The cessation of the services of M▇. ▇▇▇▇▇▇ for conduct described in subparagraph (i) or (ii) above shall not be deemed to be for Cause unless and until there shall have been terminated delivered to him a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors of the Company and/or the Bank at a meeting of the Board of Directors called and held for Cause without the following such purpose (iafter not less than ten (10) reasonable days advance notice is provided to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) M▇. ▇▇▇▇▇▇ and he is given an opportunity for Employeeopportunity, together with his counselcounsel chosen by him, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board, M▇. ▇▇▇▇▇▇ is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. The Company and/or the Bank may suspend M▇. ▇▇▇▇▇▇’▇ authority (iiiwith a continuation of the Consulting Fees during such period of suspension) delivery to Employee after the provision of a Notice notice of Termination intention to terminate his services for conduct described in accordance subparagraph (i) or (ii) above and prior to the time he is given an opportunity to meet with the Board of Directors, and any such suspension shall not constitute “Good Reason” as defined in Section 9(d)5(c) below.