Common use of Cause Clause in Contracts

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company shall have the right to terminate the Employee's employment for "Cause." For purposes of this Agreement, a termination of the Company shall have "Cause" to terminate the Employee's employment is for “Cause” if only upon the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the ExecutiveEmployee's: (a) intentionally conviction of a felony or willful gross misconduct that, in either case, results in material and continually failed substantially demonstrable damage to the business or reputation of the Company; or (b) willful and continued failure to perform the Executive’s reasonably assigned his duties with the Employer or the Corporation hereunder (other than a such failure resulting from the Executive’s Employee's incapacity due to physical or mental illness or from after the assignment to issuance of a Notice of Termination by the Executive of duties that would constitute Employee for Good Reason) which failure continued for a period of at least thirty (30) within ten business days after the Company delivers to his a written notice of demand for substantial performanceperformance that specifically identifies the actions to be performed. (c) For purposes of this Section, signed no act or failure to act by a duly authorized officer the Employee shall be considered "willful" if such act is done by the Employee in the good faith belief that such act is or was to be beneficial to the Company or one or more of its businesses, or such failure to act is due to the Employer Employee's good faith belief that such action would be materially harmful to the Company or one of its businesses. Cause shall not exist unless and until the Corporation, Company has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) there shall have been delivered to the Executive Employee a copy of a written notice, signed resolution duly adopted by a duly authorized officer majority of the Employer or Board (excluding the Corporation, setting forth that the Executive was guilty Employee for purposes of determining such majority) at a meeting of the conduct set forth Board called and held for such purpose after reasonable (but in this Section 17.5(bno event less than thirty days') notice to the Employee 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 that "Cause" exists, and specifying the particulars thereof in detail, and . This Section 5.3(c) shall not prevent the Employee from challenging in any court of competent jurisdiction the Board's determination that Cause exists or that the Employee has failed to cure any act (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor or failure to act, on ) that purportedly formed the Executive’s part, shall be considered “intentional” unless basis for 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementBoard's determination.

Cause. For purposes The following events or conditions shall constitute "Cause" for termination: (i) the willful refusal of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed to substantially to perform the Executive’s reasonably assigned 's duties with to the Employer or the Corporation Company (other than a failure any refusal resulting from the Executive’s 's incapacity due to physical or mental illness illness), including the Executive's obligations under this Agreement or from the assignment to (ii) a willful and material breach by the Executive of duties Section 7.1, 7.3 or 8 or (iii) a conviction for fraud, embezzlement or other act of dishonesty by the Executive that would constitute Good Reasoncauses material injury to the Company or any of its Affiliates or (iv) conviction of, or plea of nolo contendere to, any felony involving dishonesty or moral turpitude; or (v) the Executive's engaging in activities (A) which failure continued for constitute a period violation of at least thirty any policy, rule or regulation adopted by the Company, including policies related to conflicts of interest, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, reimbursement of business expenses and the like, or (30B) days after which result in a written notice material injury to the business, financial condition, results of demand for substantial performance, signed by a duly authorized officer operations or prospects of the Employer Company or its Affiliates, as determined by the CorporationBoard or a committee thereof. For purposes of this Section 11.2, has been delivered no act or failure to act on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive specifying not in good faith and without reasonable belief that the manner actions or omissions were in which the best interest of the Company. Notwithstanding and with respect to clause (i) only in the immediately preceding paragraph, the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall not be deemed terminated for Cause as set forth in this Section 17.5(b) unless and until (1) there shall have been delivered to the Executive a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of not less than 75% of the Employer or entire membership of the Corporation, setting forth that Board (excluding the Executive was guilty if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board and after the Executive has been provided with a period of not less than 30 days within which to correct the situation) finding that in the opinion of the Board the Executive engaged in the conduct set forth in this Section 17.5(bsuch clause (i) and specifying the particulars thereof in reasonable detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate the Executive's employment hereunder for "Cause". For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder if (i) the Executive is convicted of a termination felony; or (ii) the Executive engages in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out his duties under this Agreement, resulting, in either case, in material harm to the Company, monetarily or otherwise, unless the Executive reasonably believed in good faith that such act or non-act was in (or not opposed to) the best interests of employment is for “Cause” if the Company). Unless the Executive has been convicted of a felony or felony, no termination for Cause shall take effect unless the following provisions of this paragraph shall have been complied with. The Board shall give the Executive written notice of its intention to terminate him for Cause, such notice (i) to state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is evidenced by a resolution adopted in good faith by two-thirds based and (ii) to be given within four (4) months of the Board learning of Directors of the Corporation that the Executive: such circumstances. The Executive shall have ten (a10) intentionally and continually failed substantially days, after receiving such special notice, to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment cure such grounds, to the extent such cure is possible. If he fails to cure such grounds to the Board's satisfaction, the Executive of duties that would constitute Good Reason) shall then be entitled to a hearing by the Board, during which failure continued for a period of he may, at least his election, be represented by counsel. Such hearing shall be held within thirty (30) days after of his receiving such special notice, provided he requests a hearing within fifteen (15) days of receiving the notice. If the Board gives written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying within five (5) days following such hearing confirming that, in the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination good faith judgment of a majority of the Executive’s employment shall be Board, Cause for Cause as terminating him on the basis set forth in this Section 17.5(b) until (1) there the original notice exists, he 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 Executive shall have been provided an opportunity to thereupon be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause terminated for purposes of this AgreementCause.

Cause. The Company may terminate the Executive’s employment hereunder for “cause” upon not less than five days prior written notice of such termination. For purposes of this Agreement, a termination of employment is for the Company shall have “Causecause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform terminate the Executive’s reasonably assigned employment hereunder upon (A) the continued failure by the Executive to substantially perform his duties with the Employer or the Corporation hereunder (other than a any such failure resulting from the Executive’s incapacity due to physical or mental illness or the removal of the Executive’s office to a location more than 5 miles from the assignment to the Executive of duties that would constitute Good Reason) its current location), which failure continued for a period of at least thirty has not been cured (30i) within three days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been performance is delivered to the Executive specifying by the Company that specifically identifies the manner in which the Company believes the Executive has failed not substantially to performperformed his duties (the “Three Day Period”), or or (bii) intentionally engaged in conduct which is demonstrably the event such failure cannot be reasonably cured within the Three Day Period, within 20 days thereafter, provided that the Executive promptly commences and materially injurious thereafter diligently prosecutes the cure thereof, or (B) the Executive’s conviction of any criminal act or fraud with respect to the Corporation or Company. Notwithstanding the Employer; providedforegoing, however, that no termination of the Executive’s employment shall may not be terminated for Cause as set forth in this Section 17.5(b) cause unless and until (1) there shall have been the Company has delivered to the Executive a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of not less than 80 percent of the Employer or entire Board of Directors at a meeting of the Corporation, setting forth that Board (of which the Executive was guilty of the conduct set forth in this Section 17.5(b) given at least 20 days prior written notice and specifying the particulars thereof in detailan opportunity, and (2) the Executive shall have been provided an opportunity together with his counsel, to be heard before the Board), finding that in person by the Board of Directors good faith opinion of the Corporation Board, the Executive has not substantially performed his duties (with which failure shall be described in detail) and such failure has not been cured within the assistance of period described in (ii) above. In addition, the Company shall not have cause to terminate the Executive’s counsel if employment hereunder as a result of any event occurring prior to the Executive so desires)date hereof and previously disclosed to the Company. No act, nor failure to act, on the Executive’s part, The burden of establishing cause shall be considered “intentional” unless upon 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCompany.

Cause. For purposes of this Agreement, a termination of ----- employment is for “"Cause” " if the Executive has been convicted of a felony or a felony prosecution has been brought against the Executive or if the termination is evidenced by a resolution adopted in good faith by two-thirds ((2)/3) of the Board of Directors of the Corporation that the Executive: Executive (ai) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive because of duties that would constitute Good Reasona Change in Control) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or or (bii) intentionally engaged in illegal conduct or gross misconduct which is demonstrably and materially injurious results in material economic harm to the Corporation or the EmployerCompany; provided, however, that (A) where the Executive has been terminated for Cause because a felony prosecution has been brought against him and no conviction or plea of guilty or plea of nolo contendere or its equivalent results therefrom, then said termination shall no longer be deemed to have been for Cause and the Executive shall be entitled to all the benefits provided by Section 3.1.1 or 3.1.2 hereof, as appropriate, from and after the date on which the prosecution of the Executive has been dismissed or a judgment of acquittal has been entered, whichever shall first occur; and (B) no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, nor failure to act, on the Executive’s 's part, shall be considered “"intentional” " unless the Executive has acted, acted or failed to act, act with a lack of good faith and with a lack of reasonable belief that the Executive’s 's action or failure to act was in the best interest interests of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contraryAny act, no or failure to perform act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of any senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive after a Notice in good faith and in the best interests of Termination is given to the Employer Company. Any termination of the Executive's employment by the Executive Company hereunder shall constitute be deemed to be a termination other than for Cause for purposes unless it meets all requirements of this AgreementSection 2.3.

Cause. The Company shall have the right to terminate Executive's employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, a termination of the Company shall have "Cause" to terminate Executive's employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executiveupon: (ai) intentionally Executive's conviction of, or plea of guilty or nolo contendere to, a felony; (ii) Executive's willful and continually failed continued failure to use reasonable best efforts to substantially to and materially perform the Executive’s reasonably assigned his duties with the Employer or the Corporation hereunder (other than a such failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment subsequent to the issuance of a Notice of Termination by Executive of duties that would constitute for Good ReasonReason (as defined in Section 6(d)) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed performance is delivered by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying Company in writing that specifically identifies the manner in which the Company believes Executive has not used reasonable best efforts to substantially and materially perform his duties; (iii) Executive's willful misconduct (including, but not limited to, a willful breach of the provisions of Section 11) that is materially economically injurious to the Company or to any entity in control of, controlled by or under common control with the Company ("Affiliate"); (iv) Executive's material failure to comply with Executive's obligations under Section 3(b) of this Agreement, but excluding inadvertent or inconsequential failures unless they are of a recurring nature, after the Company (A) delivers to Executive a written notice specifically identifying the manner in which the Company believes Executive has materially failed substantially to performcomply with Executive's obligations under Section 3(b) and (B) provides Executive a reasonable opportunity (not to exceed fifteen (15) days) to cure such failure or to commence such cure (if such failure cannot be cured with in such fifteen (15)-day period); provided, that Executive diligently prosecutes such cure thereafter; or (bv) intentionally engaged Any termination of the employment of ▇▇▇▇ ▇▇▇▇▇ by the Company for Cause pursuant to ▇▇▇▇ ▇▇▇▇▇'▇ employment agreement with the Company. For purposes of this Section 6(c), no act, or failure to act, by Executive shall be considered "willful" unless it is committed in conduct which is demonstrably bad faith and materially injurious to without a reasonable belief that the Corporation act or omission was in the Employerbest interests of the Company or any Affiliates thereof; provided, however, that no termination the willful requirement outlined in paragraphs (ii) or (iii) above shall be deemed to have been satisfied if the Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the Executive’s employment shall inappropriate action or non-action, or, after it has ceased, it is thereafter recommenced or repeated or, if such action or non-action cannot be for Cause as set forth in this Section 17.5(b) until cured within such ten (1) there shall have been delivered to the Executive a copy of a written notice10)-day period, 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 Executive shall not have been provided an opportunity begun to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 cure such action or failure non-action within such ten (10)-day period and shall not continue to act was in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementdiligently prosecute such cure thereafter.

Cause. The Company may terminate the Employee’s employment hereunder for Cause (as defined below) at any time upon delivery of written Notice of Termination (as defined below) to the Employee. For purposes of this Agreement, “Cause” shall mean (1) the conviction of (or the plea of guilty or no contest to) a felony, as evidenced by a judgment, order or decree of, or acceptance of a plea of nolo contendere (or similar plea) by, a court of competent jurisdiction, which the Board reasonably determines is likely to have a material adverse effect on the ability of the Employee to effectively perform the Employee’s duties, (2) unreasonable neglect or refusal by the Employee to perform the Employee’s duties or responsibilities that remains uncured for at least ten (10) days following the Employee’s receipt of written notice of such neglect or refusal from the Board, (3) the Employee’s performance of an act or failure to perform an act which, if the Employee were prosecuted and convicted, would constitute a felony, (4) a material violation by the Employee of the Company’s established policies and procedures that remains uncured for at least ten (10) days following the Employee’s receipt of written notice of such violation from the Board, (5) the breach by the Employee of any of the Employee’s material obligations under this Agreement that remains uncured for at least ten (10) days following the Employee’s receipt of written notice of such breach from the Board; provided that the Employee shall not have any opportunity to cure any material breach of Section 8 or Section 9 hereof, or (6) the Employee’s commission of an act of fraud, misappropriation or embezzlement against the Company. A determination of whether the Employee’s actions justify termination for Cause and the date on which such termination is effective shall in each case be made in good faith by the Board; provided that the mere allegation of employment is any act described in clause (3) or (6) above shall not constitute a sufficient basis for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: under such clause (a3) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, a "Cause" shall mean for the Company's termination of the Executive's employment is for “Cause” if any of the Executive has been convicted following: (i) the Executive's final conviction of a felony or crime that enriched the termination is evidenced by a resolution adopted in good faith by two-thirds Executive at the expense of the Board Company; provided, however, that after indictment, the Company may suspend the Executive from the rendition of Directors services, but without limiting or modifying in any other way the Company's obligations under this Agreement; (ii) a breach by the Executive of a fiduciary duty owed to the Company; (iii) a breach by the Executive of any of the Corporation that covenants made by him in Sections 8 and 10 hereof; (iv) the willful and gross neglect by the Executive of the duties specifically and expressly required by this Agreement; or (v) the Executive: 's continuing failure to substantially perform his duties and responsibilities hereunder (a) intentionally and continually failed substantially to perform except by reason of the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasoninjury) which failure continued for a period of at least thirty (30) 45 days after a written notice of demand for substantial performancethe Required Board Majority, signed by a duly authorized officer of the Employer or the Corporationas defined herein, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of demand for substantial performance hereunder which specifically identifies the Employer or bases for the Corporation, setting forth Required Board Majority's determination that the Executive was guilty of has not substantially performed his duties and responsibilities hereunder (that period being the conduct set forth in this Section 17.5(b) and specifying the particulars thereof in detail"Grace Period"); provided, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.clause (v), the Company shall not have Cause to terminate the Executive's employment unless (A) at a meeting of the Board called and held following the Grace Period in the city in which the Company's principal executive offices are located, of which the Executive was given not less than 10 days' prior written notice and at which the Executive was afforded the opportunity to be represented by counsel, appear and be heard, the Required Board Majority shall adopt a written resolution which (1) sets forth the Required Board Majority's determination that the failure of the

Cause. For purposes of this Agreement, a termination of employment is for “Cause” The Company shall have Cause to terminate the Consultant (and hence the Consulting Period) if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: Consultant (a) intentionally willfully, materially and continually failed fails to substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation Consulting Services (other than a failure resulting from the ExecutiveConsultant’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performancedisability), signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged materially breaches the Non-Competition Agreement; or (c) willfully engages in conduct illegal conduct, gross misconduct, or a material and clearly established violation of the Company’s written policies and procedures applicable to Consultant and henceforth provided to Consultant by the Company or Parent to Consultant) which is demonstrably and materially injurious to the Corporation Company, monetarily or the Employerotherwise; provided, however, that no termination of the Executive’s employment Consulting Period shall be for Cause as set forth in this Section 17.5(b) under any circumstance until (1x) there shall have been delivered to the Executive a copy of Consultant a written notice, signed notice authorized by a duly authorized officer three-quarters (3/4) of the Employer or the Corporation, setting forth that the Executive was guilty members of the conduct set forth Board, specifying in this Section 17.5(b) and specifying detail the particulars thereof in detailof Consultant’s conduct which allegedly violates (a), and (2b) and/or (c) above (the Executive “Written Notice”), (y) Consultant shall have been provided an opportunity to be heard in person by at least three-quarters of the members of the Board of Directors of the Corporation (with the assistance and appearance of the ExecutiveConsultant’s counsel if the Executive Consultant so desires; provided that, Consultant shall be entitled to recover from the Company the reasonable costs and attorneys’ fees incurred at and in preparation for such hearing), and (z) a resolution is adopted in good faith by three-quarters (3/4) of such members of the Board confirming such violation; provided further, that if the Company does not deliver to Consultant the Written Notice within sixty (60) days after the any officer or Board member of the Company has knowledge that an event constituting Cause has occurred, the event will no longer constitute Cause; and provided further that any such conduct which allegedly by Consultant violates (a), (b) and/or (c) above continues unremedied by Consultant for a period of at least sixty (60) days after such Written Notice has been delivered to Consultant specifying the manner in which Consultant has conducted himself that allegedly constitutes Cause. No act, nor failure to act, on the ExecutiveConsultant’s part, shall be considered “intentionalwillful” unless the Executive he has acted, acted or failed to act, act with a lack an absence of good faith and with without a lack of reasonable belief that the Executive’s his action or failure to act was in the best interest of the Corporation and the EmployerCompany or any of its subsidiaries or affiliates. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive Consultant after a Notice of Termination is given by or to the Employer by the Executive Consultant shall constitute Cause for purposes of this AgreementCause.

Cause. For purposes of this Agreement, a termination of employment is for The term “Cause” if the Executive has been convicted of means a felony or the termination is evidenced by a resolution adopted determination made in good faith by two-thirds (2/3) of the Board of Directors of the Corporation that the Executive: Service Provider (aA) intentionally willfully and continually failed to substantially to perform the ExecutiveService Provider’s reasonably assigned duties with the Employer or the Corporation Partnership Entities (other than a failure resulting from the ExecutiveService Provider’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasonillness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive Service Provider specifying the manner in which the Executive Service Provider has failed to substantially to perform, or (bB) intentionally willfully engaged in conduct which is demonstrably and materially injurious to the Corporation Partnership Entities, monetarily or otherwise, (C) has been convicted of, or has plead guilty or nolo contendere to, a misdemeanor involving moral turpitude or a felony, (D) has committed an act of fraud, or material embezzlement or material theft, in each case, in the course of the Service Provider’s employment relationship with the Partnership Entities, or (E) has materially breached (I) the Service Provider’s duties or obligations to the Partnership Entities under any applicable common law or the Employerprovisions of the governing documents of the Partnership Entities or (II) any obligations of the Service Provider under any agreement (including any non-compete, non-solicitation or confidentiality covenants) entered into between the Service Provider and any Partnership Entity; provided, however, that no termination of the ExecutiveService Provider’s employment services shall be for Cause as set forth in this Section 17.5(bclause (B), (D) or (E) above until (1) there shall have been delivered to the Executive Service Provider a copy of a written notice, signed by a duly authorized officer of the Employer or the Corporation, notice setting forth that the Executive Service Provider was guilty of the conduct set forth described in this Section 17.5(bclause (B), (D) or (E) above, as applicable, and specifying the particulars thereof in detail, detail and (2) the Executive Service Provider shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the ExecutiveService Provider’s counsel if the Executive Service Provider so desires). No act, nor act or failure to act, act on the Executive’s part, part of the Service Provider shall be considered “intentionalwillful” unless the Executive Service Provider has acted, intentionally or deliberately acted or failed to act, act with a lack of good faith and with a lack of reasonable belief knowledge that the Executive’s such action or failure to act was in likely to be materially injurious to the best interest of the Corporation and the EmployerPartnership Entities. Notwithstanding anything contained herein or in this Agreement the Plan to the contrary, no failure to perform by the Executive Service Provider after a Notice notice of Termination termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCause.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of 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 Board of Directors of the Corporation that the Executive: : (ai) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the Executive’s assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or perform or (bii) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, detail and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, Neither an act nor a failure to act, on the Executive’s part, part shall be considered “intentional” unless the Executive has acted, acted or failed to act, 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 Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate the Executive's employment ----- hereunder for Cause (as defined in Section 4(c)(ii)) solely in accordance with the procedures set forth in Section 4(c)(i). If the Company fails to comply with each of the requirements described in Section 4(c)(i), any termination of employment shall be deemed a termination by the Company without Cause for purposes of this Agreement. (i) The Company may terminate the Executive's employment for Cause only upon satisfying each of the following requirements: (A) The Company shall have notified Executive in writing of the conduct allegedly constituting Cause and the Executive shall have failed to correct such conduct within thirty (30) days of the date of his receipt of such written notice from the Company; (B) A meeting of the Board shall be called for the stated purpose of determining whether Executive's acts or omissions constitute Cause, whether the Executive failed to correct such conduct and, if so, whether to terminate Executive's employment for Cause; (C) No fewer than forty-five (45) days prior to the date of such meeting, the Company provides Executive and each member of the Board with written notice (the "Notice of Consideration") of its ----------------------- intent to consider termination of Executive's employment for Cause, including (1) a detailed description of the specific reasons which form the basis for such consideration, (2) the date, time and location of such meeting of the Board, and (3) Executive's rights under clause (D) below; (D) Executive shall have the opportunity, if he so elects, to appear before the Board in person and, at Executive's option, with legal counsel, and to present to the Board a written response to the Notice of Consideration; (E) Executive's employment may be terminated for Cause only if (1) the Executive failed to correct the conduct constituting Cause within thirty (30) days of his receipt of the notice described in clause (A) above, (2) the acts or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause as defined in this Agreement, (3) the Board makes a specific determination by an affirmative vote of all of the members of the Board (excluding for these purposes Executive) to such effect and to the effect that Executive's employment should be terminated for Cause and (4) the Company thereafter provides Executive with a Notice of Termination which specifies in detail the basis of such termination of employment for Cause and which notice shall be consistent with the reasons set forth in the Notice of Consideration. (ii) For purposes of this Agreement, a termination of employment is for “the Company shall have "Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that " to terminate the Executive's employment hereunder upon the Executive's: (aA) intentionally and continually failed substantially to perform conviction for the Executive’s reasonably assigned duties with the Employer or the Corporation (other than commission of a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, felony; or (bB) intentionally engaged in willful failure to substantially perform his duties hereunder; or (C) willful or grossly negligent wrongful conduct which that is demonstrably and materially injurious to the Corporation Company or its affiliates. For purposes of clauses (B) and (C) of Section 4(c)(ii), Cause shall not include any act or omission that Executive believed in good faith to have been in or not opposed to the Employer; providedinterest of the Company (without intent of Executive to gain therefrom, howeverdirectly or indirectly, a profit to which he was not legally entitled), or any act or omission of which any member of the Board, the Chief Executive Officer or any other executive officer of the Company who is not a party to such act or omission has had actual knowledge for at least twelve months. In the event that the existence of Cause shall become an issue in any action or proceeding between the parties, the Company shall, notwithstanding the determination referenced in clause (E) Section 4(c)(i) above, have the burden of establishing by clear and convincing evidence that the actions or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause, that no Executive failed to correct such conduct and that the Company has satisfied the substantive and procedural requirements of Section 4(c). Unless the Company so establishes, by clear and convincing evidence, any termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b) until (1) there shall have been delivered to the Executive deemed 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 Executive shall have been provided an opportunity to be heard in person termination by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Company without Cause for all purposes of this Agreement.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, a "Cause" shall mean for the Company's termination of the Executive's employment is for “Cause” if any of the Executive has been convicted following: (i) the Executive's final conviction of a felony or crime that enriched the termination is evidenced by a resolution adopted in good faith by two-thirds Executive at the expense of the Board Company; provided, however, that after indictment, the Company may suspend the Executive from the rendition of Directors services, but without limiting or modifying in any other way the Company's obligations under this Agreement; (ii) a breach by the Executive of a fiduciary duty owed to the Company; (iii) a breach by the Executive of any of the Corporation that covenants made by him in Sections 8 and 10 hereof; (iv) the willful and gross neglect by the Executive of the duties specifically and expressly required by this Agreement; or (v) the Executive: 's continuing failure to substantially perform his duties and responsibilities hereunder (a) intentionally and continually failed substantially to perform except by reason of the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasoninjury) which failure continued for a period of at least thirty (30) 45 days after a written notice of demand for substantial performancethe Required Board Majority, signed by a duly authorized officer of the Employer or the Corporationas defined herein, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of demand for substantial performance hereunder which specifically identifies the Employer or bases for the Corporation, setting forth Required Board Majority's determination that the Executive was guilty has not substantially performed his duties and responsibilities hereunder (that period being the "Grace Period"); provided, that for purposes of this clause (v), the Company shall not have Cause to terminate the Executive's employment unless (A) at a meeting of the conduct set Board called and held following the Grace Period in the city in which the Company's principal executive offices are located, of which the Executive was given not less than 10 days' prior written notice and at which the Executive was afforded the opportunity to be represented by counsel, appear and be heard, the Required Board Majority shall adopt a written resolution which (1) sets forth in this Section 17.5(b) the Required Board Majority's determination that the failure of the Executive to substantially perform his duties and specifying responsibilities hereunder has (except by reason of his incapacity due to physical or mental illness or injury)continued past the particulars thereof in detail, Grace Period and (2) specifically identifies the bases for that determination, and (B) the Company, at the written direction of the Required Board Majority, shall deliver to the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given for Cause to the Employer which a copy of that resolution, certified as being true and correct by the Executive shall constitute Cause for purposes secretary or any assistant secretary of this Agreementthe Company, is attached. "Required Board Majority" means at any time a majority of the members of the Board at that time which includes at least a majority of the Directors, each of whom has not been an employee of the Company or any subsidiary of the Company.

Cause. The Company may terminate this Agreement, upon written notice to the Executive delivered in accordance with Section 5.6 hereof, for Cause. For purposes of this Agreement, a termination of employment is for subject to the notice provisions set forth below, “Cause” if means (i) the Executive’s final conviction of a felony crime that enriched the Executive at the expense of the Company; or (ii) the Executive’s deliberate and intentional continuing failure to substantially perform his duties and responsibilities hereunder that results in a material injury to the business, condition (financial or otherwise), or results of operations of the Company (except by reason of the Executive’s incapacity due to Disability) for a period of forty-five (45) calendar days after the “Required Board Majority” (as defined below) has delivered to the Executive a written demand for substantial performance hereunder which specifically identifies the bases for the Required Board Majority’s determination that the Executive has been convicted not substantially performed his duties and responsibilities hereunder (such period being the “Grace Period”); provided, that for purposes of this clause (ii), the Company shall not have Cause to terminate the Executive’s Employment unless (a) at a felony meeting of the Board called and held following the Grace Period in the city in which the Company’s principal executive offices are located of which the Executive was given not less than ten (10) business days’ prior written notice and at which the Executive was afforded the opportunity to be represented by counsel, appear and be heard, the Required Board Majority shall adopt a written resolution which (1) sets forth the Required Board Majority’s determination that the failure of the Employee to substantially perform his duties and responsibilities hereunder has (except by reason of his incapacity due to Disability) continued past the Grace Period, and (2) specifically identifies the bases for that determination, and (b) the Company, at the written direction of the Required Board Majority, shall deliver to the Executive a notice of termination for Cause to which a copy of that resolution, certified as being true and correct by the secretary or any assistant secretary of the termination Company, is evidenced attached. No act or failure to act on the part of the Executive shall be considered “deliberate and intentional” unless it is taken or omitted to be taken by the Executive in bad faith or without a resolution adopted reasonable belief by the Executive that the Executive’s act or omission was in good faith by two-thirds the best interests of the Company. “Required Board Majority” means at any time a majority of the members of the Board of Directors of the Corporation Company at that the Executive: (a) intentionally time and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of includes at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer majority of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, independent directors at that no termination time. Termination of the Executive’s employment by the Company for Cause shall be effective on the date of the notice of termination for Cause as set forth in this Section 17.5(b) until (1) there shall have been is 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. (a) For purposes of this Agreement, except as set forth in Section 2.4(b) below, a termination of employment is for “"Cause” " if the Executive has been convicted of a felony involving moral turpitude or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: Executive (ai) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the Executive's assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or perform or (bii) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; providedPROVIDED, howeverHOWEVER, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, detail and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, Neither an act nor a failure to act, on the Executive’s part, 's part shall be considered “"intentional” " unless the Executive has acted, acted or failed to act, act with a lack of good faith and with a lack of reasonable belief that the Executive’s 's action or failure to act was in the best interest of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company shall have the right to terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, a termination of employment is for the Company shall have “Cause” if the Executive has been convicted to terminate Executive’s employment upon Executive’s: (i) final conviction of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, involving moral turpitude; or (bii) intentionally engaged in conduct which willful misconduct that is materially and demonstrably and materially injurious economically to the Corporation Company. For purposes of this Section 6(c), no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the Employer; provided, however, that no termination act or omission was in the best interests of the Executive’s employment Company or any entity in control of, controlled by or under common control with the Company (“Affiliates”) thereof. Cause shall be for Cause as set forth in this Section 17.5(bnot exist under paragraph (ii) unless and until (1) there shall have been the Company has delivered to the Executive a copy of a written notice, signed resolution duly adopted by a duly authorized officer three-quarters of the Employer or members of the CorporationBoard who are determined to be “independent” (as determined applying the Company’s criteria for Board member independence disclosed in the most recent proxy statement or, setting forth if no such criteria are in force, as determined applying the listing standards of the New York Stock Exchange) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in this Section 17.5(bparagraph (ii) and specifying the particulars thereof in detail, and . 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 (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor or failure to act, on ) that purportedly formed the Executivebasis for the Board’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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementdetermination.

Cause. The Company shall be entitled to terminate the Executive’s employment for “Cause.” For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) 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 mean that the Executive was guilty (i) pleads “guilty” or “no contest” to or is convicted of an act which is defined as a felony under federal or state law or (ii) engages in willful misconduct that could reasonably be expected to harm the conduct set forth in Company’s business or its reputation. For this Section 17.5(b) and specifying the particulars thereof in detailpurpose, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor act or failure to act, on the Executive’s part, act shall be considered “intentionalwillful misconduct” unless only if done, or omitted to be done, by the Executive has acted, or failed to act, with a lack of good in bad faith and with without a lack of reasonable belief that the Executive’s action such act or failure to act was in the best interest interests of the Corporation Company. The Executive’s employment with the Company shall not be terminated for Cause unless he has been given written notice by the Board of its intention to so terminate his employment (a “Preliminary Notice of Cause”), such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) to be given within six months of the Board’s learning of such acts or failures to act. The Executive shall have ten days after the date that the Preliminary Notice of Cause is given in which to cure such conduct, to the extent such cure is possible. If the Executive fails to cure such conduct, the Executive shall be entitled to a hearing before the Board, and to be accompanied by his counsel, at which he shall be entitled to contest the Board’s findings. Such hearing shall be held within 15 days of notice to the Company by the Executive, provided he requests such hearing within 20 days of the Preliminary Notice of Cause. If the Executive fails to request such hearing within the 20-day period specified in the preceding sentence, his employment shall be terminated for Cause effective upon the expiration of such period, and the Employer. Notwithstanding anything contained in this Agreement Preliminary Notice of Cause shall be deemed to the contrary, no failure to perform by the Executive after constitute a Notice of Termination Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is given to the Employer furnished with a copy of a resolution, duly adopted by the affirmative vote of a majority of the members of the Board (excluding the Executive), finding that in the good-faith opinion of the Board, the Executive was guilty of the conduct constituting Cause as specified in the Preliminary Notice of Cause, the Executive’s employment shall be terminated for Cause upon his receipt of such resolution, and such resolution shall be deemed to constitute Cause a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Secretary or another appropriate officer of the Company which shall state that such resolution was duly adopted by the affirmative vote of a majority of the members of the Board (excluding the Executive) at a duly convened meeting called for purposes of this Agreementsuch purpose.

Cause. The Company may immediately terminate the Term and the Executive’s employment hereunder for Cause. For purposes of this Agreement, a termination of employment is for “Cause” if shall mean: (i) the continued failure by the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned material responsibilities and duties with under this Agreement, (ii) the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to engaging by 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 performancein willful or reckless conduct, signed if such conduct is done or omitted to be done by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner not in which the Executive has failed substantially to performgood faith, or (b) intentionally engaged in conduct which and is demonstrably and materially injurious to the Corporation Company monetarily or otherwise, (iii) the Employer; providedExecutive’s conviction of, howeveror pleading of guilty or nolo contendere to, a felony, (iv) the commission or omission of any act by the Executive that is materially detrimental to the best interests of the Company and that constitutes common law fraud or a violation of applicable law, or (v) the Executive’s breach of any material provision of this Agreement (including the Restrictive Covenants). For purposes of this Section 5(a)(iii), no termination act, or failure to act, by the Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or its affiliates. Notwithstanding the foregoing, the Term and the Executive’s employment shall not be deemed to have been terminated for Cause as set forth in this Section 17.5(bunless (A) until the Company shall have given the Executive (1) there shall have been prior written notice setting forth the reasons for the Company’s intention to terminate the Executive’s employment for Cause, and (2) a reasonable opportunity, not to exceed thirty (30) days, to cure such failure, to the extent reasonably susceptible to cure, and (B) the Company has delivered to the Executive a copy of (1) a unanimous written notice, signed consent executed by a duly authorized officer all members of the Employer Board 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) a resolution duly adopted by at least 75% of the members of the Board (excluding, if applicable, Executive shall have been provided for purposes of determining such 75%) at a meeting of the Board called and held for such purpose (after reasonable advance notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that in person by the Board of Directors good faith opinion of the Corporation (with the assistance of the Executive’s counsel if Board, the Executive so desires). No actengaged in conduct constituting Cause and, 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contraryextent reasonably susceptible to cure, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementhas not cured such failure.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or a felony prosecution has been brought against the Executive or if the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: Executive (a) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the Executive’s assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that (i) where the Executive has been terminated for Cause because a felony prosecution has been brought against him and no conviction or plea of guilty or plea of nolo contendere or its equivalent results therefrom, then said termination shall no longer be deemed to have been for Cause and the Executive shall be entitled to all the benefits provided by Section 3.1(b) hereof from and after the date on which the prosecution of the Executive has been dismissed or a judgement of acquittal has been entered, whichever shall first occur; and (ii) no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(bclause (b) above until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause (b) and specifying the particulars thereof in detail, and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor failure to act, on the Executive’s part, shall be considered “intentional” unless the Executive has acted, 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCompany.

Cause. The Company shall have the right to terminate Executive's employment for Cause (as defined), and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment upon Executive's: (i) conviction of, or plea of guilty or nolo contendere to, any crime constituting a termination of employment is for “Cause” if the Executive has been convicted felony; (ii) commission of a felony material act of dishonesty, fraud, misrepresentation or other act of moral turpitude that would, in the termination is evidenced by a resolution adopted in good faith by two-thirds Board's reasonable judgment, prevent the effective performance of his duties hereunder; (iii) continued failure to substantially perform his duties hereunder to the reasonable satisfaction of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a such failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasonillness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed performance is delivered by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying Board in writing that specifically identifies the manner in which the Board believes Executive has failed not used reasonable best efforts to substantially to perform, perform his duties; or (biv) intentionally engaged willful misconduct (including, but not limited to, a willful breach of the provisions of Section 8) that is, in conduct which is demonstrably and materially the Board's reasonable judgment, injurious to the Corporation Company or to any entity in control of, controlled by or under common control with the EmployerCompany ("Affiliate"). For purposes of this Section 5(c), no act, or failure to act, by Executive shall be considered "willful" unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or any Affiliates thereof; provided, however, that no termination the requirements outlined in paragraphs (iii) or (iv) above shall be deemed to have occurred if Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the Executive’s employment inappropriate action or non-action. This Section 5(c) shall be not prevent Executive from challenging the Board's determination that Cause exists or that Executive has failed to cure any act (or failure to act) that purportedly formed the basis for Cause as the Board's determination, under the arbitration procedures set forth in this Section 17.5(b) until (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement10 below.

Cause. For purposes of this the Letter Agreement, a termination of employment is for “Cause” if means (i) any willful misconduct by you in the Executive has been convicted performance of your duties; (ii) gross negligence in the performance, or negligent or intentional substantial non-performance, by you of your duties; (iii) your conviction by a competent court of law of or having plead guilty or no contest to any felony or misdemeanor (other than minor traffic violations or offences of a felony comparable magnitude not involving dishonesty, fraud, or breach of trust); (iv) your breach of your duty of loyalty to the Company; or (v) a material breach by you of the terms the Letter Agreement, provided that, prior to any termination is evidenced by a resolution adopted in good faith by two-thirds of your employment for Cause, you shall be entitled to appear with counsel before the Board of Directors of the Corporation that Company, and further provided that, in the Executive: case of item (aii) intentionally involving negligence and continually failed substantially item (v), the Company shall provide written notice to perform you of the Executive’s reasonably assigned duties with the Employer or the Corporation (other than grounds on which Cause is asserted and a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written day opportunity to cure, if curable, following delivery of such notice. For purposes hereof, an action will be considered “willful” only if it is done intentionally, purposely and knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. Additionally, the Company shall not consider your conduct within the scope of your duties and undertaken in good faith as falling within the scope of clauses (ii) or (v) above. For the purpose of the Letter Agreement, your date of termination in the event your employment is terminated for Cause shall be the date on which your are given notice of demand termination as provided for substantial performancein this section, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall any later date as may be for Cause as set forth in this Section 17.5(b) until (1) there shall have been delivered to such notice of termination. However, notwithstanding the Executive a copy of a written noticepreceding sentence, signed by a duly authorized officer in the event you are provided with notice of the Employer or the Corporation, setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(b) grounds on which Cause is asserted and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard cure such grounds as provided for in person by this section, and you fail to cure such grounds within the Board cure period, your date of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor failure to act, on the Executive’s part, termination for such Cause shall be considered “intentional” unless the Executive has acted, or failed to act, with a lack expiration 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementsuch cure period.

Cause. For purposes of this Agreement, a termination of employment is for “"Cause” " if the Executive Employee has been convicted of a felony or a felony prosecution has been brought against the Employee or if the termination is evidenced by a resolution adopted in good faith by two-thirds (2/3) of the Board Company's board of Directors of the Corporation directors that the Executive: Employee (ai) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s Employee's incapacity due to physical or mental illness or from the Employee's assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive Employee specifying the manner in which the Executive Employee has failed substantially to perform, or or (bii) intentionally engaged in illegal conduct or gross misconduct which is demonstrably and materially injurious results in material economic harm to the Corporation or the EmployerCompany; provided, however, that (A) where the Employee has been terminated for Cause because a felony prosecution has been brought against him and no conviction or plea of guilty or plea of nolo contendere or its equivalent results therefrom, then said termination shall no longer be deemed to have been for Cause and the Employee shall be entitled to all the benefits provided by Section 10.1(i) hereof from and after the date on which the prosecution of the Employee has been dismissed or a judgement of acquittal has been entered, whichever shall first occur; and (B) no termination of the Executive’s Employee's employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) there shall have been delivered to the Executive Employee a copy of a written notice, signed by a duly authorized officer of the Employer or the Corporation, notice setting forth that the Executive Employee was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, and (2y) the Executive Employee shall have been provided an opportunity to be heard in person by the Board Company's board of Directors of the Corporation directors (with the assistance of the Executive’s Employee's counsel if the Executive Employee so desires). No act, nor or failure to act, on the Executive’s part, Employee's part shall be considered “"intentional” " unless the Executive Employee has acted, acted or failed to act, act with a lack of good faith and with a lack of reasonable belief that the Executive’s Employee's action or failure to act was in the best interest interests of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contraryAny act, no or failure to perform act, based upon authority given pursuant to a resolution duly adopted by the Executive after a Notice Company's board of Termination is given directors or upon the instructions of any senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to the Employer be done, or omitted to be done, by the Executive Employee in good faith and in the best interests of the Company. Any termination of the Employee's employment by the Company hereunder shall constitute be deemed to be a termination other than for Cause for purposes unless it meets all requirements of this AgreementSection 9.3.

Cause. For purposes Termination of this Agreement, a the Executive's employment for "Cause" shall mean termination of employment is for “Cause” if because (i) the Executive has been intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or the Bank resulting in his conviction of a felony; (ii) the Executive is convicted of of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iii) the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation Bank; (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to iv) the Executive of breaches his fiduciary 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, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerBank for personal profit; providedor (v) the Executive willfully breaches or violates any law, howeverrule or regulation (other than traffic violations or similar offenses), that or final cease and desist order in connection with his performance of services for the Corporation or the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Corporation or the Bank. For purposes of this section, no termination act or failure to act on the part of the Executive’s employment Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Corporation or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Boards or based upon the written advice of counsel for Cause as set forth the Corporation or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation or the Bank. The cessation of employment by the Executive shall not be deemed to be for "cause" within the meaning of this Section 17.5(b) section unless and until (1) there shall have been delivered to the Executive a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of three-fourths of the Employer or non-employee members of the Corporation, setting forth that Boards at a meeting of the Boards called and held for such purpose (after reasonable notice is provided to the Executive was and the Executive is given an opportunity, together with counsel, to be heard before the Boards), finding that, in the good faith opinion of the Boards, the Executive is guilty of the conduct set forth described in this Section 17.5(b) section, and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes of this Agreement, a termination of ----- employment is for “"Cause” " if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer Company or the Corporation (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer Company or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(b15.5(b) until (1) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of the Employer Company or the Corporation, setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(b15.5(b) and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, nor failure to act, on the Executive’s '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 's action or failure to act was in the best interest of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer Company by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes of this Agreement, a termination of employment is Terminate for “Cause” if the Executive has been convicted means termination of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of Employee’s employment because the Board of Directors of the Corporation that Company (other than the Executive: Employee) has made a good faith determination that: (ai) intentionally and continually Employee failed substantially to perform the ExecutiveEmployee’s reasonably assigned duties with duties, provided that the Employer has provided at least thirty days prior written notice of such breach and Employee has committed a material breach of fiduciary duty, (ii) Employee has materially breached the terms of this Agreement, provided that the Employer has provided at least thirty days prior written notice of such breach and Employee has not cured such failure during such period, (iii) Employee committed an act or the Corporation acts that constituted a misdemeanor (other than a failure resulting from minor traffic violation) or a felony under the Executivelaws of the United States (including any subdivision thereof), including, but not limited to, Employee’s incapacity due conviction for or plea of guilty or no contest to physical any such misdemeanor or mental illness felony, (iv) Employee committed an act or from acts in material violation of the assignment Employer’s policies and/or practices applicable to employees of the Employer, (v) Employee acted in a manner, or failed to act in a manner to prevent a result, that was materially injurious 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, signed by a duly authorized officer financial condition or business reputation of the Employer or any of its subsidiaries or affiliates and that the CorporationEmployee, has if he had acted with reasonable diligence, should have been delivered able to the Executive specifying the avoid such action or inaction, (vi) Employee acted in a manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which that is demonstrably and materially injurious to the Corporation or unbecoming of Employee’s position with the Employer; provided, however, that no termination regardless of whether such action or inaction occurs in the course of the Executiveperformance of Employee’s employment shall be for Cause as set forth in this Section 17.5(bduties with the Employer, or (vii) until (1) there shall have been delivered Employee was subject to the Executive a copy any fine, censure, or sanction of a written noticeany kind, signed by a duly authorized officer of the Employer permanent or the Corporationtemporary, 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 Executive shall have been provided an opportunity to be heard in person issued by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Securities and with a lack of reasonable belief that the Executive’s action or failure to act was in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementExchange Commission.

Cause. The Board of Directors of Holdings may terminate the Employment of Employee under this Agreement for Cause. For purposes of this Agreement, a termination of employment is for “Cause” if shall be deemed to be: (i) an act by Employee of (A) willful misconduct, (B) fraud, (C) embezzlement, (D) theft or (E) any other act constituting a felony, in each case causing or that is reasonably likely to cause material harm, financial or otherwise, to Employers; (ii) a willful and intentional act or failure to act, which is committed by the Executive has been convicted Employee and which causes or can be expected to imminently cause material injury to any of a felony or the termination Employers that is evidenced not cured by a resolution adopted in good faith by two-thirds of Employee within 15 days after written notice from the Board of Directors of the Corporation Holdings specifying such act or failure to act and requesting a cure; (iii) a willful and material breach by Employee of this Agreement that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) is not cured by Employee within 15 days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) 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 Executive shall have been provided an opportunity to be heard in person by from the Board of Directors of Holdings specifying the Corporation breach and requesting a cure; or (with iv) habitual abuse of alcohol, narcotics or other controlled substances which materially impairs Employee’s ability to perform Employee’s duties hereunder that is not cured by Employee within 15 days after written notice from the assistance Board of the Executive’s counsel if the Executive so desires)Directors of Holdings specifying such circumstances and requesting a cure. No For purposes of this Agreement, no act, nor or failure to act, on the ExecutiveEmployee’s part, part shall be considered deemed “intentionalwillful” unless the Executive has acteddone, or failed omitted to be done, by Employee not in good faith and without a reasonable belief that Employee’s act, or failure 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementEmployers.”

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation and its Affiliates (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employerand its Affiliates; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b13.6(b) until (1) 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(b13.6(b) and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employerits Affiliates. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer Corporation by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Employers may terminate the Employment Period at any time for Cause, effective upon delivery of prior written notice to Employee. For the purposes of this Agreement, a termination "Cause" shall mean Employee's (i) breach of employment Section 9, (ii) material breach of any other term or provision of this Agreement which is not cured by Employee within 20 days written notice thereof from either Employer (which notice shall specify that such notice is being delivered for “Cause” if purposes of this clause (c)(ii)), (iii) fraud or dishonesty in the Executive has been convicted course of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds his employment, (iv) continued gross neglect of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially duties to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (be performed by him hereunder for reasons other than a failure resulting Disability which is not cured by Employee within 20 days written notice thereof from the Executive’s incapacity due Employers (which notice shall specify that such notice is being delivered for purposes of this clause (c)(iv)), or (v) conviction or pleading guilty or nolo contendre to physical or mental illness or from any felony charge. Notwithstanding the assignment foregoing, Employee shall not be deemed 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, signed by a duly authorized officer of the Employer or the Corporation, has have been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall be terminated for Cause as set forth in this Section 17.5(bpursuant to clause (i) through (iv) hereof unless and until (1) there shall have been delivered to the Executive Employee a copy of a written notice, signed resolution duly adopted by the affirmative vote of not less than either (a) a duly authorized officer majority of the Employer or the Corporation, setting forth that the Executive was guilty members of the conduct Board or (b) two-thirds of the independent members of the Board, at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with counsel of his choosing, to be heard before the Board not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the Board, Employee conducted himself as set forth above in clause (i) through (iv) of this Section 17.5(b3(c) and specifying the particulars thereof of such conduct in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive Employee after a Notice notice of Termination termination is given to the Employer by the Executive Employee shall constitute proper Cause for purposes of this Agreement.

Cause. The Company may terminate Executive's employment hereunder at any time for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon (i) a termination material breach of employment this Agreement by Executive which breach is not cured within 30 days of receipt of written notice from the Board, (ii) Executive's willful and repeated failure to comply with the lawful directives of the Board or his superior officer(s) consistent with the terms of this Agreement, (iii) gross negligence or willful misconduct in the performance of Executive's duties under this Agreement resulting in material injury to Holdings, the Company or their subsidiaries, (iv) fraud committed by Executive with respect to Holdings, the Company or their subsidiaries, or (v) indictment for “Cause” if the Executive has been convicted of (A) a felony or (B) a crime involving moral turpitude conviction of which would materially injure relationships with customers, suppliers or employees or otherwise cause material injury to Holdings, the termination is evidenced by a resolution adopted in good faith by two-thirds of Company or their subsidiaries. Executive shall not be deemed to have been terminated for Cause unless the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer Company shall have given or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) there shall have been delivered reasonable notice setting forth, in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination for Cause, (2) a reasonable opportunity for Executive, together with his counsel, to be heard before 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 detailBoard, and (23) the Executive shall have been provided an after being given a reasonable opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No actheard, 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, "Cause" exists to terminate Executive under this Agreement. The Board shall consult with the CEO prior to taking action to terminate Executive for Cause and shall give the CEO at least 15 business days prior notice of the first Board meeting at which the existence of Cause for termination is scheduled to be considered. For purposes of determining whether Executive was given "reasonable notice" and "reasonable opportunity to be heard" in connection with any determination by the Board as to whether Cause exists, 15 business days notice of the Board meeting shall be deemed to constitute "reasonable notice" (without prejudice to the Employer by determination of whether some other period would also constitute "reasonable notice") and the opportunity for Executive and his counsel to present arguments to the Board at such meeting as to why Executive believes that no Cause exists shall constitute "reasonable opportunity to be heard" (without prejudice to the determination of whether some other forum or method would also constitute a "reasonable opportunity to be heard"). In the event that Executive is terminated under clause (v) above but is not ultimately convicted of the crime for which he was indicted, Executive shall be eligible to be reinstated in the position he held on the date of his termination. If Executive is so reinstated, this contract shall become effective with a term equal to the term remaining on the date of termination. Notwithstanding the foregoing, the Company at the option of its Chief Executive Officer may determine that reinstatement is not in the best interests of the Company, in which event the Executive shall constitute Cause for purposes of this Agreementnot be reinstated.

Cause. For purposes of this Agreement, a A termination of employment is for “Cause” if the Executive has been convicted of 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 Board of Directors of the Corporation that the Executive: : (ai) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the Executive’s assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or perform or (bii) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, detail and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, Neither an act nor a failure to act, on the Executive’s part, part shall be considered “intentional” unless the Executive has acted, acted or failed to act, 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 Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Employer may terminate the Employment Period at any time for Cause, effective upon delivery of prior written notice to Employee. For the purposes of this Agreement, a termination of employment is for “Cause” if shall mean Employee’s (i) breach of Section 9, (ii) material breach of any other term or provision of this Agreement which is not cured by Employee within 20 days of written notice thereof from the Executive has been convicted Employer (which notice shall specify that such notice is being delivered for purposes of a felony this Section 3(c)(ii)), (iii) fraud or dishonesty in the termination is evidenced by a resolution adopted in good faith by two-thirds course of Employee’s employment, (iv) for reasons other than Disability, continued gross neglect of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially duties to perform the Executive’s reasonably assigned duties with be performed by Employee hereunder which results in material harm to either the Employer or the Corporation (other than a failure resulting ▇▇▇▇ and which is not cured by Employee within 20 days of written notice thereof from the Executive’s incapacity due Employer (which notice shall specify that such notice is being delivered for purposes of this Section 3(c)(iv)), (v) material violation of any of the Policies that results in material injury to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of either the Employer or ▇▇▇▇ or (vi) conviction or pleading guilty or nolo contendere to any felony charge. Notwithstanding the Corporationforegoing, has Employee shall not be deemed to have been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall be terminated for Cause as set forth in pursuant to clauses (i) through (v) of this Section 17.5(b3(c) unless and until (1) there shall have been delivered to the Executive Employee a copy of a written notice, good faith determination signed by a duly authorized officer the Chief Executive Officer of LLC (after reasonable notice to Employee and an opportunity for Employee, together with counsel of Employee’s choosing, to be heard before the Chief Executive Officer of LLC not less than 10 days after the giving of such notice), finding that in the good faith opinion of the Employer or the CorporationChief Executive Officer of LLC, setting forth that the Executive was guilty of the conduct Employee conducted himself as set forth above in clauses (i) through (v) of this Section 17.5(b3(c) and specifying the particulars thereof of such conduct in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no Employee’s failure to perform by the Executive his duties or fulfill his obligations under this Agreement after receiving a Notice notice of Termination is given to the Employer by the Executive termination shall not constitute proper Cause for purposes of this Agreement.

Cause. The Company, acting pursuant to a resolution adopted by the Required Board Majority, may terminate the Executive's employment during the Employment Period with or without Cause. For purposes of this Agreement, "Cause" shall mean the Company's termination pursuant to a termination resolution adopted by the Required Board Majority of the Executive's employment is for “Cause” if any of the Executive has been convicted following: (i) the Executive's final conviction of a felony crime against the Company involving moral turpitude or (ii) the termination is evidenced Executive's deliberate and intentional continuing failure to substantially perform his duties and responsibilities hereunder (except by a resolution adopted in good faith by two-thirds reason of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasoninjury) which failure continued for a period of at least thirty (30) 45 days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, Required Board Majority has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of demand for substantial performance hereunder which specifically identifies the Employer or bases for the Corporation, setting forth Required Board Majority's determination that the Executive was guilty has not substantially performed his duties and responsibilities hereunder (that 45-day period being the "Grace Period"); provided, that for purposes of this clause (ii), the Company shall not have Cause to terminate the Executive's employment unless (A) at a meeting of the conduct set New Parent Board called and held following the Grace Period in the city in which the Company's principal executive offices are located, of which the Executive was given not less than 10 days' prior written notice and at which the Executive was afforded the opportunity to be represented by counsel, to appear and to be heard, the Required Board Majority shall adopt a written resolution that (1) sets forth in this Section 17.5(bthe Required Board Majority's determination that the failure of the Executive to substantially perform his duties and responsibilities hereunder has (except by reason of his incapacity due to physical or mental illness or injury) and specifying continued past the particulars thereof in detail, Grace Period and (2) specifically identifies the bases for that determination, and (B) the Company, at the written direction of the Required Board Majority, shall deliver to the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given for Cause to the Employer which a copy of that resolution, certified as being true and correct by the Executive shall constitute Cause for purposes secretary or any assistant secretary of this Agreementthe Company, is attached.

Cause. For purposes of this Agreement, a termination of employment is for “"Cause” " if the Executive Employee has been convicted of a felony or if the termination is evidenced by a resolution adopted in good faith by two-thirds (2/3) of the Board of Directors of the Corporation that the Executive: Employee (ai) intentionally and continually failed substantially to perform the Executive’s her reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s Employee's incapacity due to physical or mental illness or from the Employee's assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive Employee specifying the manner in which the Executive Employee has failed substantially to perform, or or (bii) intentionally engaged in illegal conduct or gross misconduct which is demonstrably and materially injurious results in material economic harm to the Corporation or the EmployerCompany; provided, however, that (A) where the Employee has been terminated for Cause because a felony prosecution has been brought against her and no conviction or plea of guilty or plea of nolo contendere or its equivalent results therefrom, then said termination shall no longer be deemed to have been for Cause and the Employee shall be entitled to all the benefits provided by Section 11.1(i) hereof from and after the date on which the prosecution of the Employee has been dismissed or a judgement of acquittal has been entered, whichever shall first occur; and (B) no termination of the Executive’s Employee's employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) there shall have been delivered to the Executive Employee a copy of a written notice, signed by a duly authorized officer of the Employer or the Corporation, notice setting forth that the Executive Employee was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, and (2y) the Executive Employee shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s Employee's counsel if the Executive Employee so desires). No act, nor or failure to act, on the Executive’s part, Employee's part shall be considered “"intentional” " unless the Executive Employee has acted, acted or failed to act, act with a lack of good faith and with a lack of reasonable belief that the Executive’s Employee's action or failure to act was in the best interest interests of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contraryAny act, no or failure to perform act, based upon authority given pursuant to a resolution duly adopted by the Executive after a Notice Board or upon the instructions of Termination is given any senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to the Employer be done, or omitted to be done, by the Executive Employee in good faith and in the best interests of the Company. Any termination of the Employee's employment by the Company hereunder shall constitute be deemed to be a termination other than for Cause for purposes unless it meets all requirements of this AgreementSection 9.3.

Cause. For purposes Immediately upon written notice by the Company to the Executive of this Agreement, a termination of employment is for Cause. “Cause” if shall mean (i) the 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 Company; or (iii) a determination by the Board that the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally willfully and continually continuously failed substantially to perform substantially the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a any such failure resulting from the Executive’s Disability or incapacity due to bodily injury or physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasonillness), after (A) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been performance is delivered to the Executive specifying by the Board which specifically identifies the manner in which the Board believes that the Executive has failed not substantially performed the Executive’s duties and provides the Executive with the opportunity to performcorrect such failure if, or and only if, such failure is capable of cure; and (bB) intentionally engaged in conduct the Executive’s failure to correct such failure which is demonstrably and materially injurious 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 omission that the Executive believes in good faith to have been in or not opposed to the Corporation interest of the Company (without intent of the Executive to gain therefrom, directly or the Employer; providedindirectly, however, that no termination of a profit to which he was not legally entitled). The Company may only terminate the Executive’s employment shall be for Cause as set forth in this if (A) a determination that Cause exists is made and approved by three fourths of the independent directors of the Company’s Board, (B) for a termination for Cause under Section 17.5(b) until (1) there shall have been delivered to 7(c)(iii), the Executive a copy of a is given at least five (5) days’ written notice, signed by a duly authorized officer notice 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 detailBoard meeting called to make such determination, and (2C) for a termination for Cause under Section 7(c)(iii), the Executive and his legal counsel are given the opportunity to address such meeting. In the event that the Board has so determined in good faith that Cause exists, the Board shall have been provided an opportunity no obligation to be heard in person by the Board of Directors of the Corporation (with the assistance of terminate the Executive’s counsel employment if the Executive so desires). No act, nor failure Board determines in its sole discretion that such a decision not to act, on terminate 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 employment is in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCompany.

Cause. For purposes of this AgreementSection 2, a termination of employment is for “Cause” if the Executive has been convicted shall mean termination of a felony or the termination is evidenced Executive’s employment by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Cricket: (i) upon Executive: (a) intentionally and continually failed ’s willful failure substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation Cricket (other than a any such failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive any such actual or anticipated failure after Executive’s issuance of duties that would constitute a Notice of Termination (as defined below) for Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance), signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) 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 Executive shall have been provided an opportunity to be heard in person reasonably determined by the Board of Directors of Cricket (the Corporation “Cricket Board”) after a written demand for substantial performance is delivered to Executive by the Cricket Board, which demand specifically identifies the manner in which the Cricket Board believes that Executive has not substantially performed such duties, provided that Executive shall have been given a reasonable period, not to exceed fifteen (15) days, in which to cure such failure (provided such failure is capable of being cured); (ii) upon Executive’s willful failure substantially to follow and comply with the assistance specific and lawful directives of the Cricket Board (or the board of directors of Cricket’s parent corporation), or duly adopted policies of Cricket which are consistent with Executive’s counsel if duties with Cricket (or Cricket’s parent or subsidiary corporations or any successor thereof), as reasonably determined by the Executive so desires). No act, nor Cricket Board (other than any such failure to act, on the resulting from Executive’s part, shall be considered “intentional” unless the Executive has acted, incapacity due to physical or failed to act, with a lack of good faith and with a lack of reasonable belief that the mental illness or any such actual or anticipated failure after Executive’s action or failure to act was in the best interest issuance of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination for Good Reason), after a written demand for substantial performance is given delivered to the Employer Executive by the Cricket Board, which demand specifically identifies the manner in which the Cricket Board believes that Executive has not substantially performed such directives, provided that Executive shall constitute Cause for purposes have been given a reasonable period, not to exceed fifteen (15) days, in which to cure such failure (provided such failure is capable of this Agreementbeing cured); (iii) upon Executive’s commission of an act of fraud or dishonesty impacting or involving Cricket (or Cricket’s parent or subsidiary corporations or any successor thereof); (iv) upon Executive’s willful engagement in illegal conduct or gross misconduct affecting Cricket; or (v) upon the Executive being convicted of, or pleading nolo contendere to, the commission of a felony.

Cause. For purposes of this Agreement, The Company may terminate the Executive's employment for "Cause." A termination for Cause is a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds (2/3) of the entire Board of Directors of the Corporation that the Executive: : (a1) intentionally willfully and continually failed to substantially to perform the Executive’s reasonably assigned his duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) illness), which failure continued for a period of at least thirty (30) days after a written notice the adoption of demand for substantial performancesuch resolution, signed by a duly authorized officer and which failure amounts to gross neglect in the performance of the Employer or the Corporation, has been delivered his duties to the Executive specifying the manner in which the Executive has failed substantially to perform, or Company; or (b2) intentionally willfully engaged in conduct which is demonstrably and materially injurious to the Corporation Company, monetarily or the Employerotherwise; provided, however, however that no termination of the Executive’s 's employment shall will be for Cause as set forth in this Section 17.5(bclause (2) above until (1i) there shall will have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of the Employer or the Corporation, notice setting forth that the Executive was guilty of engaged in the conduct set forth in this Section 17.5(bclause (2) and specifying the particulars thereof in detail, detail and (2ii) the Executive shall will have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires)) and, if applicable, a reasonable period in which to cure the failure or conduct. Any such written notification must be provided to the Executive within ninety (90) days of the date on which the Board first became aware of the conduct or failure which is alleged to constitute Cause under this Agreement. No act, nor failure to act, on the Executive’s part, shall 's part will be considered “intentional” "willful" unless the Executive he has acted, acted or failed to act, act with a lack an absence of good faith and with without a lack of reasonable belief that the Executive’s his action or failure to act was in the best interest of the Corporation Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board (or a committee thereof) or based upon the written advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the Employerbest interest of the Company, provided that Executive has not made any material misrepresentations or withheld material relevant information in connection with such resolution or written advice. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall will constitute Cause for purposes of this Agreement.

Cause. For purposes Immediately upon written notice by the Company to the Executive of this Agreement, a termination for Cause, provided that such notice is given within 90 days after the discovery of employment is for “the Cause event by the Chairman of the Audit Committee of the Board or Chairman of the Compensation Committee of the Board. "Cause” if " shall mean (i) the willful misconduct of the Executive has been convicted of a felony with regard to the Company that is materially injurious to the Company, provided, however, that no act or failure to act on the termination is evidenced Executive's part shall be considered "willful" unless done, or omitted to be done, by a resolution adopted the Executive not in good faith by two-thirds and without reasonable belief that his action or omission was in the best interests of the Board of Directors Company; (ii) the willful and continued failure of the Corporation that the Executive: (a) intentionally and continually failed Executive to attempt to substantially to perform the Executive’s reasonably assigned 's duties with the Employer or the Corporation Company (other than a any such failure resulting from the Executive’s incapacity due to physical or mental illness or illness) which failure is not remedied within 15 business days of written notice from the assignment Company specifying the details thereof; or (iii) the conviction of the Executive of (or the pleading by the Executive of nolo contendere to) any felony (other than traffic related offenses or as a result of vicarious liability). Notwithstanding the foregoing, following the Distribution, the Executive shall not be deemed to have been terminated for Cause without (i) advance written notice provided to the Executive not less than 14 days prior to the date of duties termination setting forth the Company's intention to consider terminating the Executive, including a statement of the date of termination and the specific detailed basis for such consideration for Cause; (ii) an opportunity of the Executive, together with his counsel, to be heard before the Board during the 14 day period ending on the date of termination; (iii) a duly adopted resolution of the Board, after such opportunity, stating that would constitute Good Reasonin accordance with the provisions of the next to the last sentence of this Section 7(c), that the actions of the Executive constituted Cause and the basis thereof; and (iv) which failure continued for a period written determination provided by the Board setting forth the acts and omissions that form the basis of such termination of employment. Any determination by the Board hereunder shall be made by the affirmative vote of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer two-thirds majority of the Employer or members of the Corporation, has been delivered to Board (other than the Executive). Any purported termination of employment of the Executive specifying by the manner in Company following the Distribution which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably does not meet each and materially injurious to the Corporation or the Employer; provided, however, that no every substantive and procedural requirement of this Section 7 shall be treated for all purposes under this Agreement as a termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b) until (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementwithout Cause.

Cause. For purposes of this AgreementAs used herein, a termination of employment is for the term “Cause” if shall mean: (A) the Executive has been convicted Executive’s willful misconduct involving the Company or its assets, business or employees or in the performance of his duties which is materially injurious to the Company; (B) the Executive’s conviction of (or pleading guilty or nolo contendre to) a felony (provided that for this purpose, a felony shall cover any action or inaction that is a felony or crime under federal, state or local law in the termination is evidenced by United States (collectively, “U.S. law”) and any action or inaction which takes place outside of the United States, if it would be a resolution adopted felony under U.S. law); (C) the Executive’s continued and substantial failure to attempt in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned his duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s his incapacity due to physical or mental illness or from injury or that of any member of the assignment Executive’s immediate family (provided that in a situation relating to a member of the Executive Executive’s immediate family he has consulted with the Chairman of the Board and has in good faith made a mutually satisfactory agreement for coverage of his responsibilities and further provided that any temporary adjustments in authority, duties that would constitute or responsibility made by the Company in connection therewith shall not be Good Reason) )), which failure has continued for a period of at least thirty ten (3010) days after a written notice of demand for substantial performance, signed by a duly authorized officer of thereof from the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or Company; (bD) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth breach of any material provisions of any agreement with the Company, which breach, if curable, is not cured within ten (10) days after written notice thereof from the Company (provided that in this Section 17.5(b) until (1) there shall have been delivered to the Executive a copy case of a written notice, signed by a duly authorized officer breach of the Employer or the CorporationEmployment Agreement, setting forth that the Executive was guilty clause (iv) of the conduct set forth in this Section 17.5(bdefinition of Cause therein shall apply); or (E) and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor failure to actattempt in good faith to promptly follow a written direction of the Board which direction indicates that failure to do so shall be grounds for termination, on provided that the Executive’s part, failure shall not be considered “intentionalCause” unless if the Executive has actedExecutive, in good faith, believes that such direction, or failed to actimplementation thereof, with a lack is illegal and he promptly so notifies the Chairman of good faith and with a lack of reasonable belief that the Executive’s action Board in writing. No act or failure to act was in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes be deemed to be “willful” if he believed in good faith that such action or non-action was in or not opposed to, the best interests of this Agreementthe Company.

Cause. CWMJV shall have the right to terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that no termination of the Executive’s employment hereunder for Cause shall be effective as a termination for Cause unless the provisions of this Section shall first have been complied with. The Executive shall be given written notice by the Centro Chief Executive Officer of the intention to terminate him for Cause (the “Notice of Intention”). The Notice of Intention shall state in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have 10 days after receiving the Notice of Intention in which to cure the purported grounds for termination asserted therein. Termination for Cause shall be effective immediately upon the Centro Chief Executive Officer’s issuance to Executive of a written Termination for Cause Notice in the event that Executive fails to cure the purported grounds for termination within such 10 day period. Any allegation that Cause existed, or that cure was not achieved, shall be subject to review, at the Executive’s election, through arbitration in accordance with Section 14 hereof. For purposes of this Agreement, a termination of employment is for CWMJV shall have “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the to terminate Executive’s employment upon Executive’s: (ai) intentionally conviction of, or plea of guilty or nolo contendere to, a felony; or (ii) willful and continually failed continued failure to use reasonable best efforts to substantially to perform the Executive’s reasonably assigned his duties with the Employer or the Corporation hereunder (other than a such failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment subsequent to the issuance of a Notice of Termination by Executive of duties that would constitute for Good ReasonReason (as defined in Section 7(d)) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed performance is delivered by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying CWMJV in writing that specifically identifies the manner in which the CWMJV believes Executive has willfully and continually failed to use reasonable best efforts to substantially to perform, perform his duties hereunder; or (biii) intentionally engaged willful misconduct that has a materially adverse effect on the Company or to any Affiliate. For purposes of this Section 7(c), no act, or failure to act, by Executive shall be considered “willful” unless committed in conduct which is demonstrably bad faith and materially injurious to without a reasonable belief that the Corporation act or omission was in the Employerbest interests of the Company or any Affiliates thereof; provided, however, that no termination of the Executive’s employment willful requirement outlined in paragraphs (ii) or (iii) above shall be for Cause as set forth in this Section 17.5(b) until (1) there shall deemed to 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel occurred if the Executive so desires). 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 non-action continues for more than ten (10) days after Executive has received written notice of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementinappropriate action or non-action.

Cause. For purposes Immediately upon written notice by the Company to the Executive of this Agreement, a termination of employment is for Cause. “Cause” if the Executive has been convicted shall 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 termination is evidenced Company; or (iii) a determination by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally Executive has willfully and continually continuously failed substantially to perform substantially the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a any such failure resulting from the Executive’s Disability or incapacity due to bodily injury or physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasonillness), after (A) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been performance is delivered to the Executive specifying by the Board which specifically identifies the manner in which the Board believes that the Executive has failed not substantially performed the Executive’s duties and provides the Executive with the opportunity to performcorrect such failure if, or and only if, such failure is capable of cure; and (bB) intentionally engaged in conduct the Executive’s failure to correct such failure which is demonstrably and materially injurious 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 omission that the Executive believes in good faith to have been in or not opposed to the Corporation interest of the Company (without intent of Executive to gain therefrom, directly or the Employer; providedindirectly, however, that no termination of a profit to which he was not legally entitled). The Company may only terminate the Executive’s employment shall be for Cause as set forth in this if (A) a determination that Cause exists is made and approved by three fourths of the independent directors of the Company’s Board, (B) for a termination for Cause under Section 17.5(b) until (1) there shall have been delivered to 7(c)(iii), the Executive a copy of a is given at least five (5) days’ written notice, signed by a duly authorized officer notice 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 detailBoard meeting called to make such determination, and (2C) for a termination for Cause under Section 7(c)(iii), the Executive and his legal counsel are given the opportunity to address such meeting. In the event that the Board has so determined in good faith that Cause exists, the Board shall have been provided an opportunity no obligation to be heard in person by the Board of Directors of the Corporation (with the assistance of terminate the Executive’s counsel employment if the Executive so desires). No act, nor failure Board determines in its sole discretion that such a decision not to act, on terminate 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 employment is in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCompany.

Cause. The Company shall be entitled to terminate the Executive's employment for "Cause." For purposes of this Agreement, a termination of employment is for “"Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) 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 mean that the Executive was guilty (i) pleads "guilty" or "no contest" to or is convicted of an act which is defined as a felony under federal or state law, or (ii) engages in willful misconduct which could reasonably be expected to harm the conduct set forth in Company's business or its reputation. For this Section 17.5(b) and specifying the particulars thereof in detailpurpose, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor act or failure to act, on the Executive’s part, act shall be considered “intentional” unless "willful misconduct" only if done, or omitted to be done, by the Executive has acted, or failed to act, with a lack of good in bad faith and with without a lack of reasonable belief that the Executive’s action such act or failure to act was in the best interest interests of the Corporation Company. The Executive's employment with the Company shall not be terminated for Cause unless he has been given written notice by the Board of its intention to so terminate his employment (a "Preliminary Notice of Cause"), such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) to be given within six months of the Board's learning of such acts or failures to act. The Executive shall have ten days after the date that the Preliminary Notice of Cause is given in which to cure such conduct, to the extent such cure is possible. If the Executive fails to cure such conduct, the Executive shall be entitled to a hearing before the Board, and to be accompanied by his counsel, at which he shall be entitled to contest the Board's findings. Such hearing shall be held within 15 days of notice to the Company by the Executive, provided he requests such hearing within 30 days of the Preliminary Notice of Cause. If the Executive fails to request such hearing within the 30-day period specified in the preceding sentence, his employment shall be terminated for Cause effective upon the expiration of such period, and the Employer. Notwithstanding anything contained in this Agreement Preliminary Notice of Cause shall be deemed to the contrary, no failure to perform by the Executive after constitute a Notice of Termination Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is given to the Employer furnished with a copy of a resolution, duly adopted by the affirmative vote of a majority of the members of the Board, finding that in the good-faith opinion of the Board, the Executive was guilty of the conduct constituting Cause as specified in the Preliminary Notice of Cause, the Executive's employment shall be terminated for Cause upon his receipt of such resolution, and such resolution shall be deemed to constitute Cause a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Secretary or another appropriate officer of the Company which shall state that such resolution was duly adopted by the affirmative vote of a majority of the members of the Board at a duly convened meeting called for purposes of this Agreementsuch purpose.

Cause. The Company may terminate Executive’s employment for Cause. For purposes of this Agreement, a termination of employment is for the Company will have “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the to terminate Executive’s employment upon Executive’s: (ai) intentionally conviction of, or plea of guilty or nolo contendere to, a felony; (ii) willful and continually failed continued failure to use reasonable best efforts to substantially to perform the Executive’s reasonably assigned his duties with the Employer or the Corporation hereunder (other than a such failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment illness) that Executive fails to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) remedy within 30 days after a written notice of demand for substantial performance, signed is delivered by a duly authorized officer of the Employer or the Corporation, has been delivered Company to the Executive specifying that specifically identifies in reasonable detail the manner in which the Company believes Executive has failed substantially not used reasonable efforts to perform, perform in all material respects his duties hereunder; or (biii) intentionally engaged in conduct which willful misconduct (including, but not limited to, a willful breach of the provisions of Section 11) that is demonstrably and materially economically injurious to the Corporation Company. For purposes of this Section 6(c), no act, or failure to act, by Executive will be considered “willful” unless committed in bad faith and without a reasonable belief that the Employer; provided, however, that no termination act or omission was in the best interests of the Executive’s employment shall be for Company. Cause as set forth in this Section 17.5(bwill not exist under paragraph (ii) or (iii) above unless and until (1) there shall have been the Company has delivered to the Executive a copy of a written notice, signed resolution duly adopted by a duly authorized officer majority of the Employer members of the Board of Trustees of the Company or of the CorporationCompensation Committee or Corporate Governance and Nominating Committee thereof (excluding, setting forth if applicable, Executive for purposes of determining such majority) at a meeting of the Board or such committee called and held for such purpose (after reasonable advance notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board or such committee), finding that in the good faith opinion of the Board (or a committee thereof), Executive was guilty of engaged in the conduct set forth in this Section 17.5(bparagraph (ii) or (iii) and specifying the particulars thereof in detail; provided, and (2) that if any such resolution was adopted by a committee of the Executive Board, the determination of whether “Cause” exists shall have been provided an opportunity to be heard in person ratified by the Board Board. This Section 6(c) shall not prevent Executive from challenging in any court of Directors of competent jurisdiction the Corporation Board’s determination that Cause exists or that Executive has failed to cure any act (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor or failure to act, on ) that purportedly formed the Executivebasis for the Board’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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementdetermination.

Cause. For purposes of this Agreement, a termination of employment is for “"Cause” " if the Executive has been convicted of 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 Board of Directors of the Corporation Trustees that the Executive: : (ai) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the Executive's assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or perform or (bii) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; providedPROVIDED, howeverHOWEVER, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, detail and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, Neither an act nor a failure to act, on the Executive’s part, 's part shall be considered “"intentional” " unless the Executive has acted, acted or failed to act, act with a lack of good faith and with a lack of reasonable belief that the Executive’s 's action or failure to act was in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCompany.

Cause. For purposes Notwithstanding the terms of this Agreement, the Company, by action of a termination two-thirds (2/3) vote of the Board of Directors, may issue written notice to Employee, discharge Employee and terminate this Agreement for cause ("Cause") in the event that (i) Employee shall engage in an act of fraud, theft or embezzlement in connection with his employment is for “Cause” if hereunder; (ii) Employee engages in material gross misconduct that has a material adverse effect on the Executive has been Company; (iii) Employee engages in a material act of dishonesty; or (iv) Employee shall be convicted of a felony involving a high degree of moral turpitude, whether or not related to the termination is evidenced by a resolution adopted in good faith by two-thirds performance of his duties hereunder. Notwithstanding the foregoing to the contrary, prior to discharging Employee pursuant to clause (ii) of the Board of Directors of immediately preceding sentence, the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least Company shall give Employee thirty (30) days after a days' prior written notice of demand for substantial performanceany breach or failure and an opportunity to cure any such breach or failure. Employee shall not, signed by a duly authorized officer of the Employer or the Corporationunder any circumstances, has be deemed to have been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall be terminated for Cause as set forth in this Section 17.5(b) unless and until (1) there shall have been delivered to the Executive him a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of not less than two-thirds (2/3) of the Employer or Board of Directors (with Employee not being permitted to vote on this matter) at a meeting of the CorporationBoard of Directors held for that purpose (after thirty (30) days notice to Employee and an opportunity for Employee, setting forth together with counsel, to be heard before the Board) finding that in the Executive reasonable, good faith opinion of the Board, Employee was guilty of the conduct set forth in this Section 17.5(b) constituting cause and specifying the particulars thereof in detail. If there is any dispute as to whether Employee's employment has been terminated with or without Cause, Employee shall continue to receive all Base Salary, bonus (at a rate no less than that paid in respect of the previous year), and (2) the Executive benefits hereunder as if there was no termination, unless and until it is finally determined that such termination was for Cause, at which time all Base Salary, bonus and benefits hereunder shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementthereupon cease.

Cause. The Corporation may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, a the termination of the Executive's employment shall be deemed to have been for "Cause" only (i) if termination of his employment shall have been the result of his conviction of, or plea of guilty or nolo contendere to, the charge of having committed a felony (whether or not such conviction is later reversed for “Cause” any reason), or (ii) if there has been a breach by the Executive has been convicted during the Employment Period of a felony the provisions of Section 2(b), relating to the time to be devoted to the affairs of the Corporation, or of Section 9, relating to confidential information, and such breach results in demonstrably material injury to the termination is evidenced Corporation, and, with respect to any alleged breach of Section 2(b) hereof, the Executive shall have either failed to remedy such alleged breach within thirty days from his receipt of written notice from the Secretary of the Corporation pursuant to resolution duly adopted by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment after notice to the Executive of duties and an opportunity to be heard demanding that would constitute Good Reason) which failure continued for a he remedy such alleged breach, or shall have failed to take all reasonable steps to that end during such thirty-day period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employerthereafter; provided, howeverPROVIDED, that no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b) until (1) there shall have been delivered to the Executive a certified copy of a written notice, signed by a duly authorized officer resolution of the Employer or Board of Directors of the CorporationCorporation adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board of Directors called and held for that purpose and at which the Executive was given an opportunity to be heard, setting forth finding that the Executive was guilty of the conduct set forth in this Section 17.5(bsubparagraph (i) and or (ii) above, specifying the particulars thereof in detail. Anything in this Section 4(b) or elsewhere in this Agreement to the contrary notwithstanding, and the employment of the Executive shall in no event be considered to have been terminated by the Corporation for Cause if termination of his employment took place (1) as the result of bad judgment or negligence on the part of the Executive, or (2) because of an act or omission believed by the Executive shall in good faith to have been provided in or not opposed to the interests of the Corporation, or (3) for any act or omission in respect of which a determination could properly be made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under (A) the Bylaws of the Corporation, or (B) the laws of the State of Virginia, or (C) the directors' and officers' liability insurance of the Corporation, in each case either as in effect at the time of this Agreement or in effect at the time of such act or omission, or (4) as the result of an opportunity act or omission which occurred more than twelve calendar months prior to be heard in person by the Executive's having been given notice of the termination of his employment for such act or omission unless the commission of such act or such omission could not at the time of such commission or omission have been known to a member of the Board of Directors of the Corporation (with other than the assistance Executive, if he is then a member of the Executive’s counsel if Board of Directors), in which case more than twelve calendar months from the Executive so desires). 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 date that the Executive’s commission of such act or such omission was or could reasonably have been so known, or (5) as the result of a continuing course of action which commenced and was or failure could reasonably have been known to act was in a member of the best interest Board of Directors of the Corporation and (other than the Employer. Notwithstanding anything contained in this Agreement Executive, if he is then a member of the Board of Directors) more than twelve calendar months prior to the contrary, no failure to perform by the Executive after a Notice of Termination is notice having been given to the Employer by Executive of the Executive shall constitute Cause for purposes termination of this Agreementhis employment.

Cause. The Company may terminate Executive's employment hereunder at any time for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon (i) a termination material breach of employment this Agreement by Executive which breach is not cured within 30 days of receipt of written notice from the Board, (ii) Executive's willful and repeated failure to comply with the lawful directives of the Board or his superior officer(s) consistent with the terms of this Agreement, (iii) gross negligence or willful misconduct in the performance of Executive's duties under this Agreement resulting in material injury to Holdings, the Company or their subsidiaries, (iv) fraud committed by Executive with respect to Holdings, the Company or their subsidiaries, or (v) indictment for “Cause” if the Executive has been convicted of (A) a felony or (B) a crime involving moral turpitude conviction of which would materially injure relationships with customers, suppliers or employees or otherwise cause material injury to Holdings, the termination is evidenced by a resolution adopted in good faith by two-thirds of Company or their subsidiaries. Executive shall not be deemed to have been terminated for Cause unless the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer Company shall have given or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) there shall have been delivered reasonable notice setting forth, in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination for Cause, (2) a reasonable opportunity for Executive, together with his counsel, to be heard before 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 detailBoard, and (23) the Executive shall have been provided an after being given a reasonable opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No actheard, 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, "Cause" exists to terminate Executive under this Agreement. The Board shall consult with the CEO prior to taking action to terminate Executive for Cause and shall give the CEO at least 15 business days prior notice of the first Board meeting at which the existence of Cause for termination is scheduled to be considered. For purposes of determining whether Executive was given "reasonable notice" and reasonable opportunity to be heard" in connection with any determination by the Board as to whether Cause exists, 15 business days notice of the Board meeting shall be deemed to constitute reasonable notice" (without prejudice to the Employer by determination of whether some other period would also constitute "reasonable notice") and the opportunity for Executive and his counsel to present arguments to the Board at such meeting as to why Executive believes that no Cause exists shall constitute "reasonable opportunity to be heard" (without prejudice to the determination of whether some other forum or method would also constitute a "reasonable opportunity to be heard"). In the event that Executive is terminated under clause (v) above but is not ultimately convicted of the crime for which he was indicted, Executive shall constitute Cause for purposes be eligible to be reinstated in the position he held on the date of his termination. If Executive is so reinstated, this Agreementcontract shall become effective with a term equal to the term remaining on the date of termination.

Cause. For purposes of this Agreement, a termination of ----- employment is for “"Cause” " if the Executive has been convicted of a felony involving moral turpitude or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: Executive (a) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the Executive's assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(b) until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(b) 2.4 and specifying the particulars thereof in detail, and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, Neither an act nor a failure to act, on the Executive’s part, 's part shall be considered “"intentional” " unless the Executive has acted, acted or failed to act, act with a lack of good faith and with a lack of reasonable belief that the Executive’s 's action or failure to act was in the best interest of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if shall mean that one or more of the following has occurred: (i) the Executive has been is convicted of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the termination Company or any of its affiliates); (ii) a failure of the Executive to substantially perform his responsibilities and duties to the Company which, to the extent curable, is evidenced not remedied within 10 days after the Executive’s receipt of written notice given by a resolution adopted in good faith by two-thirds any member of the Board of Directors identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iii) the failure of the Corporation that Executive to carry out or comply with any lawful and reasonable directive of the Executive: Board (a) intentionally and continually failed substantially or any committee of the Board), which, to perform the extent curable, is not remedied within 10 days after the Executive’s reasonably assigned duties with receipt of written notice given by or on behalf of the Employer Company identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iv) the Executive engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, in each case in this clause (iv), against the Corporation Company or any of its affiliates; (other than v) a failure resulting from material violation or willful breach by the Executive of any of the policies or procedures of the Company, including, without any limitation, any employee manual, handbook or code of conduct of the Company which, to the extent curable, is not remedied within 10 days after the Executive’s incapacity due receipt of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting the Executive an opportunity to physical cure such violation or mental illness or from breach within such 10 day period; (vi) the assignment Executive fails to meet any material obligation the Executive may have under any agreement entered into with the Company which, to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) extent curable, is not remedied within 10 days after a the Executive’s receipt of written notice of demand for substantial performance, signed given by a duly authorized officer any member of the Employer Company identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (vii) the Executive’s failure to maintain any required applicable license, permit or card required by the federal or state authorities or a political subdivision or agency thereof (or the Corporationsuspension, has been delivered revocation or denial of such license, permit or card); or (viii) the Executive’s breach of any non-compete, non-solicit, confidentiality or other restrictive covenant to the Executive specifying the manner in which the Executive has failed substantially may be subject, pursuant to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation an employment agreement or the 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 (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementotherwise.

Cause. Termination of the Executive’s employment for “Cause” shall mean termination because (i) the Executive intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or the Bank resulting in his conviction of a felony; (ii) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iii) the Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of services for the Corporation or the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Corporation or the Bank. For purposes of this Agreementsection, a termination no act or failure to act on the part of employment is for “Cause” if the Executive has been convicted shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of a felony the Corporation or the termination is evidenced by Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation Bank (other than a failure resulting from the Executive’s incapacity due to physical “Boards”) or mental illness or from based upon the assignment to the Executive written advice of duties that would constitute Good Reason) which failure continued counsel for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; providedBank shall be conclusively presumed to be done, howeveror omitted to be done, that no termination by the Executive in good faith and in the best interests of the Executive’s Corporation or the Bank. The cessation of employment by the Executive shall not be deemed to be for Cause as set forth in “cause” within the meaning of this Section 17.5(b) section unless and until (1) there shall have been delivered to the Executive a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of three-fourths of the Employer or non-employee members of the Corporation, setting forth that Boards at a meeting of the Boards called and held for such purpose (after reasonable notice is provided to the Executive was and the Executive is given an opportunity, together with counsel, to be heard before the Boards), finding that, in the good faith opinion of the Boards, the Executive is guilty of the conduct set forth described in this Section 17.5(b) section, and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes Cause" shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement, a termination ; (iii) failure to adhere to the lawful directions of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of 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 Corporation provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (vi) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive: , together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (az) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment delivery 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 performancetermination approved by said CEO or, signed by a duly authorized officer in his absence, the Board of the Employer Directors, stating his or the Corporation, has been delivered to the Executive specifying the manner in which its good faith opinion that the Executive has failed substantially to perform, or (b) intentionally engaged in actions or conduct described in the preceding sentence, which is demonstrably and materially injurious to notice specifies the Corporation particulars of such action or the Employerconduct in reasonable detail; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b) until (1) there shall have been delivered to MFA may suspend the Executive a copy of a written notice, signed by a duly authorized officer of with pay until such time as his right to appear before the Employer CEO or the CorporationBoard of Directors, setting forth that as the Executive was guilty of the conduct set forth in this Section 17.5(b) and specifying the particulars thereof in detailcase may be, and has been exercised, so long as such appearance is within two (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors weeks of the Corporation (with the assistance date of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementsuspension.

Cause. For purposes Upon the date specified in a written notice from the Board terminating the Executive’s employment for “Cause.” In such event, the Company shall pay to the Executive the Accrued Benefits, and all other benefits or payments due or owing the Executive shall be forfeited. The Company shall have “Cause” as a result of the Executive’s: (i) Willful malfeasance by the Executive in connection with his employment, including embezzlement, misappropriation of funds, property or corporate opportunity or material breach of this Agreement, a termination of employment is for “Cause” if as determined by the Board after investigation, notice to Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally charge and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment provision to the Executive of an opportunity to respond; (ii) If the Executive commits any act or becomes involved in any situation or occurrence involving moral turpitude, which is materially damaging to the business or reputation of the Company; (iii) If the Executive is convicted of, or pleads guilty or nolo contendre to, fails to defend against, or is indicted for a felony or a crime involving moral turpitude; or (iv) If the Executive repeatedly or continuously refuses to perform his duties that would constitute Good Reasonhereunder or to follow the lawful directions of the Board (provided such directions do not include meeting any specific financial performance metrics). The Executive’s employment shall not be terminated for Cause under this subparagraph (b) which failure continued unless the Company notifies the Executive in writing of its intention to terminate his employment for Cause, describes with reasonably specificity the circumstances giving rise thereto, and (provided the Board believes such circumstances are susceptible of being cured by the Executive) provides the Executive a period of at least thirty ten (3010) business days after a written notice of demand for substantial performanceto cure, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which and the Executive has failed substantially to performeffect such a cure within such period. The Board, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; providedits reasonable discretion, however, that no termination of the Executive’s employment shall be for Cause as set forth exercised in this Section 17.5(b) until (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor failure to act, on the Executive’s partgood faith, shall be considered “intentional” unless determine whether the Executive has acted, or failed cured the circumstances giving rise 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCause.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the CorporationCompany, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b15.5(b) until (1) 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 CorporationCompany, setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(b15.5(b) and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer Company by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: " means (ai) intentionally Employee's willful and continually failed continued failure to substantially to perform the Executive’s reasonably assigned his duties with the Employer or the Corporation Company (other than a any such failure resulting from the Executive’s incapacity due to physical Disability (as hereinafter defined) or mental illness or from the assignment to the Executive occurring after issuance by Employee of duties that would constitute a notice of termination for Good Reason) which failure continued for a period of at least thirty Reason (30) days as hereinafter defined)), after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been performance is delivered to the Executive specifying Employee that specifically identifies the manner in which the Executive Company believes that Employee willfully failed to substantially perform his duties, and after Employee has failed to resume substantial performance of his duties on a continuous basis within thirty calendar days of receiving such demand; or (ii) Employee has committed an act which seriously and substantially damages or embarrasses the Company for which there is no cure (for example, and without limitation, sexual harassment). If Employee is charged with a felony, in the discretion of the board of directors, Employee may be placed on a paid leave of absence for six months pending a trial of such charge. If the charge is not brought on for trial within this six month period, in the discretion of the board of directors, Employee may be placed on an unpaid leave of absence until the charge is tried. If Employee is convicted of the felony, he may, in the discretion of the board of directors, be terminated for Cause. If Employee is acquitted of the felony, he shall be reinstated to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious active status to the Corporation or position held at the Employer; provided, however, that no termination beginning of the Executive’s employment shall paid leave of absence and reimbursed for compensation and benefits he would have received during the unpaid leave of absence. For purposes of this definition, actions or failures to act will be for Cause as set forth deemed "willful" only if done or omitted in this Section 17.5(b) until (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 bad faith and with a lack of without reasonable belief that the Executive’s action or failure to act omission was in the best interest interests of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCompany.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, a "Cause" shall mean for the Company's termination of the Executive's employment is for “Cause” if any of the Executive has been convicted following: (i) the Executive's final conviction of a felony or crime that enriched the termination is evidenced by a resolution adopted in good faith by two-thirds Executive at the expense of the Board Company; provided, however, that after indictment, the Company may suspend Executive from the rendition of Directors services, but without limiting or modifying in any other way the Company's obligations under this Agreement; (ii) a material breach by Executive of a material fiduciary duty owed to the Company; (iii) a material breach by Executive of any of the Corporation that covenants made by him in Sections 8 and 10 hereof; (iv) the willful and gross neglect by Executive of the material duties specifically and expressly required by this Agreement; or (v) the Executive: 's continuing failure to substantially perform his duties and responsibilities hereunder (a) intentionally and continually failed substantially to perform except by reason of the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasoninjury) which failure continued for a period of at least thirty (30) 45 days after a written notice of demand for substantial performancethe Required Board Majority, signed by a duly authorized officer of the Employer or the Corporationas defined herein, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of demand for substantial performance hereunder which specifically identifies the Employer or bases for the Corporation, setting forth Required Board Majority's determination that the Executive was guilty of has not substantially performed his duties and responsibilities hereunder (that period being the conduct set forth in this Section 17.5(b) and specifying the particulars thereof in detail"Grace Period"); provided, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.clause (v), the Company shall not have Cause to terminate the Executive's employment unless (A) at a meeting of the Board called

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if means, unless Consultant fully corrects the Executive has been convicted circumstances constituting Cause (provided such circumstances are capable of a felony or correction) prior to the termination is evidenced by a resolution adopted in good faith by two-thirds Date of the Board of Directors of the Corporation that the Executive: Termination, (a) intentionally Consultant’s willful and continually failed continued failure to substantially perform his services to perform the Executive’s reasonably assigned duties with the Employer or the Corporation Company (other than a any such failure resulting from the ExecutiveConsultant’s incapacity due to physical or mental illness or from the assignment to the Executive any such actual or anticipated failure after his issuance of duties that would constitute a Notice of Termination (as defined below) for Good Reason) which failure continued for a period of at least thirty (30) days ), after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been performance is delivered to Consultant by the Executive specifying General Counsel, which demand specifically identifies the manner in which the Executive General Counsel believes that Consultant has failed not substantially performed his services to performthe Company, or (b) intentionally engaged Consultant’s willful commission of an act of fraud or dishonesty resulting in conduct which is demonstrably and materially injurious material economic or financial injury to the Corporation Company, (c) Consultant’s conviction of, or entry by Consultant of a guilty or no contest plea to, the commission of a felony involving moral turpitude, or (d) Consultant’s breach of the non-solicitation provisions of Section 7 or the Employer; provided, however, that no termination non-disparagement provisions of Section 9 of this Agreement or any material breach of his confidential or proprietary information obligations to the Executive’s employment shall be for Cause as set forth in Company. For purposes of this Section 17.5(b) until (1) there shall have been delivered to the Executive a copy of a written notice1(b), 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No no act, nor or failure to act, on the ExecutiveConsultant’s part, part shall be considered deemed “intentionalwillful” unless the Executive has acteddone, or failed omitted to actbe done, with a lack of by him not in good faith and with a lack of reasonable belief that faith. In the Executive’s action or failure to act was in the best interest event of the Corporation and proposed termination of Consultant’s consultancy for Cause arising under clause (d) above as a result of Consultant’s breach of the Employer. Notwithstanding anything contained in this Agreement non-solicitation provisions of Section 7 that is not willful, the Consultant shall have at least 60 days to correct such breach following the Company’s notice of its intent to terminate Consultant’s consultancy for Cause, during which time Consultant shall be entitled to present to the contraryGeneral Counsel with the assistance of his legal counsel the basis, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause if any, for purposes of this Agreementhis belief and conclusion that he has not breached such non-solicitation provisions.

Cause. For purposes of this Agreement, a termination of employment is for Agreement “Cause” if means: (i) a material breach by the Executive has been convicted Employee of the obligations under this agreement or any other written agreement with the Company or (b) a felony or the termination is evidenced by a resolution adopted failure to attempt in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the ExecutiveEmployee’s reasonably assigned duties with the Employer or the Corporation and responsibilities (other than as a failure resulting from the Executive’s result of incapacity due to physical or mental illness illness), which is demonstrably willful and deliberate on the Employee’s part provided that such breach or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty is not remedied within ten (3010) days after receipt of notice from the Company specifying such breach or failure; (ii) the Employee’s conviction for committing a written notice felony or the guilty or nolo contendere plea by the Employee to a felony (other than as a result of demand for substantial performance, signed by a duly authorized officer vicarious liability where the Employee was not involved in and had no material knowledge of the Employer action or inactions leading to the charges or had such involvement or knowledge but acted upon advise of the Corporation, has been delivered ’s counsel as to its legality); (iii) the Executive specifying (a) insubordination or willful engaging by the manner Employee in which the Executive has failed substantially to perform, or misconduct or (b) intentionally engaged the Employee’s gross negligence, in conduct which is demonstrably and materially injurious either case, with regard to the Corporation or the EmployerEmployee’s duties, which have, or is likely to have, a material adverse impact on the Corporation; providedor (iv) a material act of dishonesty or breach of trust on the Employee’s part resulting or intending to result, howeverdirectly or indirectly, that no termination in material personal or family gain or enrichment at the expense of the Executive’s employment shall be for Cause as set forth in Employer. For purposes of this Section 17.5(b) until (1) there shall have been delivered to the Executive a copy of a written noticeparagraph, 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No no act, nor or failure to act, on the ExecutiveEmployee’s part, part shall be considered “intentionalwillful” unless done or omitted to be done, by the Executive has acted, or failed to act, with a lack of Employee not in good faith and with a lack of without reasonable belief that the ExecutiveEmployee’s action or failure to act omission was in the best interest interests of the Corporation. In the event 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 be required to furnish the Corporation and the Employer. Notwithstanding anything contained in this Agreement with a written statement from a licensed physician who is reasonably acceptable to the contrary, no failure Corporation which confirms the Employee’s inability to attempt to perform by the Executive after a Notice of Termination is given due to the Employer by the Executive shall constitute Cause for purposes of this Agreementsuch physical or mental illness.

Cause. For purposes The termination of this Agreement, Executive's employment hereunder upon the occurrence of any of the following events shall be deemed to be a termination of employment is for “cause ("Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive:"): (ai) intentionally and continually failed substantially Executive's intentional breach of any provision hereof, provided such breach has a material adverse effect on either the Company or ITSA. (ii) Executive's intentional violation of any other duty or obligation owed by him to perform either the Executive’s reasonably assigned duties with Company or ITSA which has a material adverse effect on either the Employer Company or ITSA, as determined by the Corporation Board. (iii) Executive is convicted or pleads guilty or nolo contendre to any felony (other than a failure resulting from traffic violation) or any crime involving fraud, dishonesty or misappropriation. (iv) Executive willfully engages in misconduct that causes material harm to either the Executive’s incapacity due to physical Company or mental illness or from ITSA. A termination for Cause hereunder shall not take effect unless the assignment to the following provisions are complied with: Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a shall be given written notice of demand for substantial performance, signed by a duly authorized officer the Employer of the Employer or the Corporation, has been delivered Employer's intention to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment terminate him for Cause. Such notice shall be for Cause as set forth in this Section 17.5(b) until (1) there shall have been delivered specifically identify the particular act or acts or failure or failures to act which are 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, basis for such termination and (2) be given within 90 days of the Employer's learning of such act or acts or failure or failures to act. Executive shall have been 30 days after the date (the "Notice Date") that such written notice is given to him in which to cure such conduct or, if such conduct is not curable within such 30-day period, to commence such cure. If Executive fails to cure such conduct or commence such cure, as applicable, within such 30-day period, Executive shall then be entitled to a hearing before the Board at which Executive shall be entitled to appear. Such hearing shall be held within 35 days of the Notice Date, provided an opportunity to be heard in person Executive requests such hearing within ten days of the Notice Date. If, within five days following such hearing, Executive is furnished written notice by the Board of Directors confirming that, in its judgement, grounds for Cause on the basis of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No actoriginal notice exist, nor failure to act, on the Executive’s part, he shall thereupon 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause terminated for purposes of this AgreementCause.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes of this Agreementhereof, a termination by the Company for "Cause" shall mean termination by action of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by at least two-thirds of the Board of Directors non-management membership of the Corporation Board at a meeting duly called and held upon at least fifteen (15) days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, (A) any felony (whether or not involving the Company or any of its subsidiaries) or (B) 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, (ii) habitual intoxication, the use of illegal drugs, or the abuse of chemical substances by the Executive, (iii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, (iv) the willful engaging by the Executive in gross misconduct or a material violation of the Company's code of conduct or corporate policies, or (vi) 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 Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive: (a) intentionally 's action or inaction was in the best interests of the Company, and continually failed substantially shall not include failure to perform the Executive’s reasonably assigned duties with the Employer act by reason of total or the Corporation (other than a failure resulting from the Executive’s partial incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementillness.

Cause. For purposes of this Agreement, The Company may terminate Executive's employment for "Cause." Cause shall mean a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution finding adopted in good faith by two-thirds of the Board of Directors of that Executive (i) willfully failed to substantially perform his services or duties for the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason's Disability) which and such failure continued continues for a period of at least thirty (30) 30 days after a the Board has given written notice of demand for substantial performance, signed by to Executive providing a duly authorized officer reasonable description of the Employer or basis for the Corporation, has been delivered to the Executive specifying the manner in which the determination that Executive has failed substantially to performperform his services or duties, or (bii) intentionally has been convicted of (or plead nolo contendere to) a felony or to a misdemeanor involving moral turpitude or the use of a controlled substance, (iii) has breached this Agreement in any material respect if such breach is not cured or remedied within 30 days after the Board has given written notice to Executive providing a reasonable description of the breach, or (iv) engaged in embezzlement or misappropriation of the assets of the Company or any of its subsidiaries or (v) engaged in conduct constituting willful malfeasance in connection with his employment which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall be for Cause Company and its subsidiaries taken as set forth in this Section 17.5(b) until (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employerwhole. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination (as hereinafter defined) is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement. No act, or failure to act, on Executive's part, shall be considered "willful" for purposes of (i) or (v) above unless he has acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interests of the Company. Any action of the Board to terminate Executive for cause under clause (i), (iii), (iv) or (v) of the preceding sentence shall not be made until after Executive and his legal advisors have been provided an opportunity to meet with the Board, contest the basis for such termination and to demonstrate that Executive's continued employment is in the best interests of the Company.

Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, a termination of employment is for “Cause” if shall mean for the Executive has been convicted Company’s termination of the Executive’s employment for any of the following: (i) the Executive’s final conviction of a felony or crime that enriched the termination is evidenced by a resolution adopted in good faith by two-thirds Executive at the expense of the Board Company; provided, however, that after indictment, the Company may suspend the Executive from the rendition of Directors services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a breach by the Executive of a fiduciary duty owed to the Company; (iii) a breach by the Executive of any of the Corporation that covenants made by him in Sections 8 and 10 hereof; (iv) the Executive: willful and gross neglect by the Executive of the duties specifically and expressly required by this Agreement; or (av) intentionally and continually failed substantially to perform the Executive’s reasonably assigned continuing failure to substantially perform his duties with the Employer or the Corporation and responsibilities hereunder (other than a failure resulting from except by reason of the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasoninjury) which failure continued for a period of at least thirty (30) 45 days after a written notice of demand for substantial performancethe Required Board Majority, signed by a duly authorized officer of the Employer or the Corporationas defined herein, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of demand for substantial performance hereunder which specifically identifies the Employer or bases for the Corporation, setting forth Required Board Majority’s determination that the Executive was guilty of has not substantially performed his duties and responsibilities hereunder (that period being the conduct set forth in this Section 17.5(b) and specifying the particulars thereof in detail“Grace Period”); provided, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.clause (v), the Company shall not have Cause to terminate the Executive’s employment unless (A) at a meeting of the Board called and held following the Grace Period in the city in which the Company’s principal executive offices are located, of which the Executive was given not less than 10 days’ prior written notice and at which the Executive was afforded the opportunity to be represented by counsel, appear and be heard, the

Cause. For purposes of this Agreement, a termination of (i) This Agreement and the Employee's employment hereunder may be terminated at any time by the Company for Cause. (ii) If the Employee's employment is terminated by the Company for “Cause” if Cause or Employee terminates his employment other than by reason of death, Disability or an Involuntary Termination, Employee shall be entitled to no additional payments hereunder and Employee's Options shall be treated as required under the Executive has been convicted of a felony Plan. (iii) Employer may not terminate Employee's employment for Cause unless the following procedures are followed or the termination is evidenced waived by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the ExecutiveEmployee: (aA) intentionally and continually failed substantially no fewer than 60 days prior to perform the Executive’s reasonably assigned duties with proposed date of termination, the Employer or provides Employee with written notice (the Corporation "Notice of Consideration") of its intent to consider termination of Employer's employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good ReasonB) which failure continued for a period of at least thirty (30) not less than 30 days after the date of Notice of Consideration is provided, Employer shall have the opportunity to appear before the Board, with or without legal representation, at a date and time specified in the Notice of Consideration, to present arguments and evidence on his own behalf; and (C) following the presentation to the Board as provided in Section 2.5(c)(iii)(B) above or Employee's failure to appear before the Board at such date and time specified in the Notice of Consideration (which date shall not be less than 30 days after the date the Notice of Consideration is provided), Employee may be terminated for Cause only if (x) the Board, by the affirmative vote of all of its members (excluding Employee if he is a member of the Board, and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate Employee for Cause), determines that the actions or inactions of Employee specified in the Notice of Termination occurred, that such actions or inactions constitute Cause, and that Employee's employment should accordingly be terminated for Cause; and (y) the Board provides Employee with a written notice determination (a "Notice of demand Termination for substantial performanceCause") setting forth in specific detail the basis of such Termination of Employment, signed by a duly authorized officer which Notice of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment Termination for Cause shall be for Cause as consistent with the reasons set forth in the Notice of Consideration. (D) Unless Employer establishes both (i) its full compliance with the substantive and procedural requirements of this Section 17.5(b2.5(c) until (1) there shall have been delivered prior to the Executive a copy Termination 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 detailEmployment for Cause, and (2ii) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Employee's action or failure to act was inaction specified in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive for Cause did occur and constituted Cause, any Termination of Employment shall constitute Cause be deemed an Involuntary Termination for all purposes of this Agreement.

Cause. For purposes of this Agreement, a A termination of employment is for “"Cause” " if the Executive Protected Officer has been convicted of a felony involving fraud or dishonesty or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of to the Corporation effect that the Executive: Protected Officer (ai) intentionally and continually failed substantially to perform the Executive’s Protected Officer's reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s Protected Officer's incapacity due to physical or mental illness or from the Protected Officer's assignment to the Executive of duties that would constitute Good Reason) 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive Protected Officer specifying the manner in which the Executive Protected Officer has failed substantially to perform, or or (bii) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s Protected Officer's employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1a) there shall have been delivered to the Executive Protected Officer a copy of a written notice, signed by a duly authorized officer of the Employer or the Corporation, notice setting forth that the Executive Protected Officer was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, and (2b) the Executive Protected Officer shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s Protected Officer's counsel if the Executive Protected Officer so desires). No act, nor failure to act, on the Executive’s part, Protected Officer's part shall be considered “"intentional” " unless the Executive Protected Officer has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that the Executive’s Protected Officer's action or failure to act was in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCompany.

Cause. The Company may terminate the Executive's employment ----- hereunder for Cause (as defined in Section 4(c)(iii)) solely in accordance with the procedures set forth in Section 4(c)(i) if such termination occurs on or after a Change in Control (as defined in the Severance Agreement) and Section 4(c)(ii) if such termination occurs prior to a Change in Control. If the Company fails to comply with each of the requirements described in Section 4(c)(i) or Section 4(c)(ii), as applicable, any termination of employment shall be deemed a termination by the Company without Cause for purposes of this Agreement. (i) The Company may terminate the Executive's employment on or after a Change in Control (as defined in the Severance Agreement) for Cause only upon satisfying each of the following requirements: (A) The Company shall have notified Executive in writing of the conduct allegedly constituting Cause and the Executive shall have failed to correct such conduct within thirty (30) days of the date of his receipt of such written notice from the Company; (B) A meeting of the Board shall be called for the stated purpose of determining whether Executive's acts or omissions constitute Cause, whether the Executive failed to correct such conduct and, if so, whether to terminate Executive's employment for Cause; (C) No fewer than forty-five (45) days prior to the date of such meeting, the Company provides Executive and each member of the Board with written notice (the "Notice of Consideration") of its ----------------------- intent to consider termination of Executive's employment for Cause, including (1) a detailed description of the specific reasons which form the basis for such consideration, (2) the date, time and location of such meeting of the Board, and (3) Executive's rights under clause (D) below; (D) Executive shall have the opportunity, if he so elects, to appear before the Board in person and, at Executive's option, with legal counsel, and to present to the Board a written response to the Notice of Consideration; (E) Executive's employment may be terminated for Cause only if (1) the Executive failed to correct the conduct constituting Cause within thirty (30) days of his receipt of the notice described in clause (A) above, (2) the acts or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause as defined in this Agreement, (3) the Board makes a specific determination by an affirmative vote of all of the members of the Board (excluding for these purposes Executive) to such effect and to the effect that Executive's employment should be terminated for Cause and (4) the Company thereafter provides Executive with a Notice of Termination which specifies in detail the basis of such termination of employment for Cause and which notice shall be consistent with the reasons set forth in the Notice of Consideration. (ii) The Company may terminate Executive's employment prior to a Change in Control (as defined in the Severance Agreement) for Cause only after the Company shall have notified Executive in writing of the conduct allegedly constituting Cause and the Executive shall have failed to correct such conduct within thirty (30) days of the date of his receipt of such written notice from the Company. (iii) For purposes of this Agreement, a termination of employment is for “the Company shall have "Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that " to terminate the Executive's employment hereunder upon the Executive's: (aA) intentionally and continually failed substantially to perform conviction for the Executive’s reasonably assigned duties with the Employer or the Corporation (other than commission of a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, felony; or (bB) intentionally engaged in willful failure to substantially perform his duties hereunder; or (C) willful or grossly negligent wrongful conduct which that is demonstrably and materially injurious to the Corporation Company or its affiliates; or (D) willful and material breach of this Agreement, including but not limited to Section 7 hereof. For purposes of clauses (B), (C) and (D) of Section 4(c)(iii), Cause shall not include any act or omission that Executive believed in good faith to have been in or not opposed to the Employer; providedinterest of the Company (without intent of Executive to gain therefrom, howeverdirectly or indirectly, a profit to which he was not legally entitled), or any act or omission of which any member of the Board, the Chief Executive Officer or any other executive officer of the Company who is not a party to such act or omission has had actual knowledge for at least twelve months. In the event that the existence of Cause shall become an issue in any action or proceeding between the parties, the Company shall (a) in the case of Section 4(c)(ii) have the burden of establishing by clear and convincing evidence that the conduct allegedly constituting Cause did in fact occur and does constitute Cause and that Executive failed to correct such conduct and (b) in the case of Section 4(c)(i), notwithstanding the determination referenced in clause (E) of Section 4(c)(i) above, have the burden of establishing by clear and convincing evidence that the actions or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause, that no Executive failed to correct such conduct and that the Company has satisfied the substantive and procedural requirements of Section 4(c). Unless the Company so establishes, by clear and convincing evidence, any termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b) until (1) there shall have been delivered to the Executive deemed 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 Executive shall have been provided an opportunity to be heard in person termination by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Company without Cause for all purposes of this Agreement.

Cause. The Company may terminate the Employment Term at any time for "Cause" upon 30 days' written notice to ▇▇▇▇▇, in which event all payments under this Agreement shall cease, except for (i) Base Salary, or Increased Base Salary, as applicable, to the extent already earned and a payment equal to any unreimbursed expenses and unused vacation, which shall be paid in a single lump sum on the day the Employment Term terminates, and (ii) any other benefits in accordance with the terms of any applicable Plans and Incentive Programs of the Company. For purposes of this Agreement, a termination of ▇▇▇▇▇'▇ employment may be terminated for "cause" if (i) ▇▇▇▇▇ is for “Cause” if the Executive has been convicted of a felony or felony, (ii) in the termination is evidenced by a resolution adopted in good faith by two-thirds reasonable determination of the Board Board, ▇▇▇▇▇ has committed an intentional act of Directors fraud, embezzlement, or theft in connection with ▇▇▇▇▇'▇ duties in the course of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties his employment with the Employer Company, or engaged in gross negligence in the Corporation course of his employment with the Company, (other than a failure resulting iii) ▇▇▇▇▇ intentionally breached his obligations under this Agreement, including inattention to or neglect of duties and shall not have remedied such breach within 30 days after receiving written notice from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive Board specifying the manner in which the Executive has failed substantially to performdetails thereof, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination in any case under this clause (iii), the act or failure to act by ▇▇▇▇▇ is materially harmful to the business of the Executive’s employment shall be for Cause as Company, and (iv) the failure by ▇▇▇▇▇ to follow the lawful directives of the Company's Chairman or its Board of Directors, provided that (other than in the case of those actions or omissions set forth in this Section 17.5(bclause (i) until and (1ii) there above) ▇▇▇▇▇ 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 given reasonably detailed notice that the Executive was guilty of the conduct set forth in this Section 17.5(b) such an event constituting cause for termination has occurred and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an given at least 30 days opportunity to be heard in person by the Board take remedial action but shall have failed or refused to do so. For purposes of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No actthis Agreement, nor failure to act, an act or omission on the Executive’s part, part of ▇▇▇▇▇ shall be considered “deemed "intentional” unless the Executive has acted" or gross negligence only if it was done by ▇▇▇▇▇ in bad faith, or failed to actnot merely an error in judgment, with a lack of good faith and with a lack of without reasonable belief that the Executive’s action act or failure to act omission was in the best interest of the Corporation and Company. In the Employer. Notwithstanding anything contained event of a dispute concerning application of the words intentional or gross negligence as used in this Agreement Section 5.3, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the contrary, no failure to perform Board by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute clear and convincing evidence that Cause for purposes of this Agreementexists.

Cause. For purposes of this Agreement, a termination of employment is for “"Cause” if the Executive has been convicted of " shall mean a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Company's Board of Directors (the "Board of Directors") that: i) the Corporation that the Executive: (a) Executive intentionally and continually failed to substantially to perform the Executive’s reasonably assigned 's duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasonillness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has performance had been delivered to the Executive specifying the manner in which the Executive has had failed to substantially to perform, or (b; or ii) intentionally the Executive engaged in conduct which is that constituted willful gross misconduct that was demonstrably and materially injurious to the Corporation Company, monetarily or otherwise, misappropriated funds, made one or more willful and material misrepresentations to the Employerdirectors or officers of the Company, was grossly negligent in the performance of the Executive's duties having a material adverse effect on the business, operations, assets, properties or financial condition of the Company, or entered into competition with the Company; provided, provided however, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(bclause ii) above until (1a) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause ii) and specifying the particulars thereof in detail, and (2b) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, nor failure to act, on the Executive’s 's part, shall be considered “intentional” "willful" unless the Executive has acted, or failed to act, with a lack an absence of good faith and with without a lack of reasonable belief that the Executive’s 's action or failure to act was in the best interest of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice notice of Termination termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, a "Cause" shall mean for the Company's termination of the Executive's employment is for “Cause” if any of the Executive has been convicted following: (i) the Executive's final conviction of a felony or crime that enriched the termination is evidenced by a resolution adopted in good faith by two-thirds Executive at the expense of the Board Company; provided, however, that after indictment, the Company may suspend Executive from the rendition of Directors services, but without limiting or modifying in any other way the Company's obligations under this Agreement; (ii) a breach by Executive of a fiduciary duty owed to the Company; (iii) a breach by Executive of any of the Corporation that covenants made by him in Sections 8 and 10 hereof; (iv) the willful and gross neglect by Executive of the duties specifically and expressly required by this Agreement; or (v) the Executive: 's continuing failure to substantially perform his duties and responsibilities hereunder (a) intentionally and continually failed substantially to perform except by reason of the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasoninjury) which failure continued for a period of at least thirty (30) 45 days after a written notice of demand for substantial performancethe Required Board Majority, signed by a duly authorized officer of the Employer or the Corporationas defined herein, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the 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 (1) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of demand for substantial performance hereunder which specifically identifies the Employer or bases for the Corporation, setting forth Required Board Majority's determination that the Executive was guilty of has not substantially performed his duties and responsibilities hereunder (that period being the conduct set forth in this Section 17.5(b) and specifying the particulars thereof in detail"Grace Period"); provided, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.clause (v), the Company shall not have Cause to terminate the Executive's employment unless (A) at a meeting of the Board called and held following the Grace Period in the city in which the Company's principal executive offices are located, of which the Executive was given not less than 10 days' prior written notice and at which the Executive was afforded the opportunity to be represented by counsel, appear and be heard, the Required Board Majority shall adopt a written resolution which (1) sets

Cause. For purposes of this Agreement, a termination of employment is for “"Cause” " if the Executive has been convicted of a felony involving moral turpitude or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation Company (the "Board") that the Executive: Executive (a) intentionally and continually failed substantially to perform the Executive’s 's reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the Executive's assignment to the Executive of duties that would constitute "Good Reason) " as hereinafter defined), which failure continued for a period of at least thirty (30) 30 days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, provided however, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(b) until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(b) 1.4 and specifying the particulars thereof in detail, and (2y) for a 10-day period following delivery of the notice, the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, Neither an act nor a failure to act, on the Executive’s 's part, shall be considered “"intentional” " unless such act or failure to act by the Executive has acted, or failed to act, with involved a lack of good faith and with a lack of reasonable belief on the part of the Executive that the Executive’s 's action or failure to act was in the best interest interests of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement. In determining the two-thirds majority of the Board required by the provisions of the first sentence of this paragraph, the Executive shall not be counted in either the numerator or the denominator of the fraction.

Cause. The Company may terminate the Executive's employment ----- hereunder for Cause (as defined in Section 4(c)(iii)) solely in accordance with the procedures set forth in Section 4(c)(i) if such termination occurs on or after a Change in Control (as defined in the Severance Agreement) and Section 4(c)(ii) if such termination occurs prior to a Change in Control. If the Company fails to comply with each of the requirements described in Section 4(c)(i) or Section 4(c)(ii), as applicable, any termination of employment shall be deemed a termination by the Company without Cause for purposes of this Agreement. (i) The Company may terminate the Executive's employment on or after a Change in Control (as defined in the Severance Agreement) for Cause only upon satisfying each of the following requirements: (A) The Company shall have notified Executive in writing of the conduct allegedly constituting Cause and the Executive shall have failed to correct such conduct within thirty (30) days of the date of his receipt of such written notice from the Company; (B) A meeting of the Board shall be called for the stated purpose of determining whether Executive's acts or omissions constitute Cause, whether the Executive failed to correct such conduct and, if so, whether to terminate Executive's employment for Cause; (C) No fewer than forty-five (45) days prior to the date of such meeting, the Company provides Executive and each member of the Board with written notice (the "Notice of Consideration") of its intent to consider termination of Executive's employment for Cause, including (1) a detailed description of the specific reasons which form the basis for such consideration, (2) the date, time and location of such meeting of the Board, and (3) Executive's rights under clause (D) below; (D) Executive shall have the opportunity, if he so elects, to appear before the Board in person and, at Executive's option, with legal counsel, and to present to the Board a written response to the Notice of Consideration; (E) Executive's employment may be terminated for Cause only if (1) the Executive failed to correct the conduct constituting Cause within thirty (30) days of his receipt of the notice described in clause (A) above, (2) the acts or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause as defined in this Agreement, (3) the Board makes a specific determination by an affirmative vote of all of the members of the Board (excluding for these purposes Executive) to such effect and to the effect that Executive's employment should be terminated for Cause and (4) the Company thereafter provides Executive with a Notice of Termination which specifies in detail the basis of such termination of employment for Cause and which notice shall be consistent with the reasons set forth in the Notice of Consideration. (ii) The Company may terminate Executive's employment prior to a Change in Control (as defined in the Severance Agreement) for Cause only after the Company shall have notified Executive in writing of the conduct allegedly constituting Cause and the Executive shall have failed to correct such conduct within thirty (30) days of the date of his receipt of such written notice from the Company. (iii) For purposes of this Agreement, a termination of employment is for “the Company shall have "Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that " to terminate the Executive's employment hereunder upon the Executive's: (aA) intentionally and continually failed substantially to perform conviction for the Executive’s reasonably assigned duties with the Employer or the Corporation (other than commission of a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, felony; or (bB) intentionally engaged in willful failure to substantially perform his duties hereunder; or (C) willful or grossly negligent wrongful conduct which that is demonstrably and materially injurious to the Corporation Company or its affiliates; or (D) willful and material breach of this Agreement, including but not limited to Section 7 hereof. For purposes of clauses (B), (C) and (D) of Section 4(c)(iii), Cause shall not include any act or omission that Executive believed in good faith to have been in or not opposed to the Employer; providedinterest of the Company (without intent of Executive to gain therefrom, howeverdirectly or indirectly, a profit to which he was not legally entitled), or any act or omission of which any member of the Board, the Chief Executive Officer or any other executive officer of the Company who is not a party to such act or omission has had actual knowledge for at least twelve months. In the event that the existence of Cause shall become an issue in any action or proceeding between the parties, the Company shall (a) in the case of Section 4(c)(ii) have the burden of establishing by clear and convincing evidence that the conduct allegedly constituting Cause did in fact occur and does constitute Cause and that Executive failed to correct such conduct and (b) in the case of Section 4(c)(i), notwithstanding the determination referenced in clause (E) of Section 4(c)(i) above, have the burden of establishing by clear and convincing evidence that the actions or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause, that no Executive failed to correct such conduct and that the Company has satisfied the substantive and procedural requirements of Section 4(c). Unless the Company so establishes, by clear and convincing evidence, any termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b) until (1) there shall have been delivered to the Executive deemed 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 Executive shall have been provided an opportunity to be heard in person termination by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Company without Cause for all purposes of this Agreement.

Cause. For purposes of this AgreementAgreement only, a termination of employment for "Cause" is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: that: (a) the Executive intentionally and continually failed to substantially to perform the Executive’s reasonably assigned 's duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasonillness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed to substantially to perform, or ; or (b) intentionally the Executive engaged in conduct which that constitutes willful gross misconduct that is demonstrably and materially injurious to the Corporation Company, monetarily or otherwise, misappropriated funds, made one or more willful and material misrepresentations to the Employerdirectors or officers of the Company, was grossly negligent in the performance of the Executive's duties having a material adverse effect on the business, operations, assets, properties or financial condition of the Company, or entered into competition with the Company; provided, provided however, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(bclause (b) above until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause (b) and specifying the particulars thereof in detail, and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, nor failure to act, on the Executive’s 's part, shall be considered “intentional” "willful" unless the Executive has acted, or failed to act, with a lack an absence of good faith and with without a lack of reasonable belief that the Executive’s 's action or failure to act was in the best interest of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes of this Agreement, The Company may terminate Executive's employment for "Cause." Cause shall mean a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution finding adopted in good faith by two-thirds of the Board of Directors of that Executive (i) willfully failed to substantially perform her services or duties for the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason's Disability) which and such failure continued continues for a period of at least thirty (30) 30 days after a the Board has given written notice of demand for substantial performance, signed by to Executive providing a duly authorized officer reasonable description of the Employer or basis for the Corporation, has been delivered to the Executive specifying the manner in which the determination that Executive has failed substantially to performperform her services or duties, or (bii) intentionally has been convicted of (or plead nolo contendere to) a felony or to a misdemeanor involving moral turpitude or the use of a controlled substance, (iii) has breached this Agreement in any material respect if such breach is not cured or remedied within 30 days after the Board has given written notice to Executive providing a reasonable description of the breach, or (iv) engaged in embezzlement or misappropriation of the assets of the Company or any of its subsidiaries or (v) engaged in conduct constituting willful malfeasance in connection with her employment which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall be for Cause Company and its subsidiaries taken as set forth in this Section 17.5(b) until (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employerwhole. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination (as hereinafter defined) is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement. No act, or failure to act, on Executive's part, shall be considered "willful" for purposes of (i) or (v) above unless he has acted or failed to act with an absence of good faith and without a reasonable belief that her action or failure to act was in the best interests of the Company. Any action of the Board to terminate Executive for cause under clause (i), (iii), (iv) or (v) of the preceding sentence shall not be made until after Executive and her legal advisors have been provided an opportunity to meet with the Board, contest the basis for such termination and to demonstrate that Executive's continued employment is in the best interests of the Company.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of 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 Board of Directors of the Corporation that the Executive: : (ai) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the Executive’s assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or perform or (bii) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, detail and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No act, Neither an act nor a failure to act, on the Executive’s part, part shall be considered “intentional” unless the Executive has acted, acted or failed to act, 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 Corporation and the Employer. Company, Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination (as defined in Section 2.9) is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company shall have the right, subject to appropriate action of the Board, to terminate this Agreement with 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, a termination of employment is for the Company shall have “Cause” if to terminate this Agreement upon the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the ExecutiveChairman’s: (ai) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation Breach of any material provisions of this Agreement; (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasonii) which failure continued Indictment for a period of at least thirty (30) days after a written notice of demand for substantial performancefelony, signed by a duly authorized officer of the Employer capital crime or the Corporationany crime involving moral turpitude, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to performincluding, but not limited to, crimes involving illegal drugs; or (biii) intentionally engaged Willful misconduct in conduct which is demonstrably and materially injurious or relating to the Corporation performance of Chairman’s duties, using property, or while on the Employerpremises, of the Company or any of its subsidiaries or while acting or purporting to act as a director of the Company or any of its subsidiaries. For purposes of this Section 6(d), no act, or failure to act, by the Chairman shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company; provided, however, that no termination the willful requirement outlined in paragraphs (iii) above shall be deemed to have occurred if the Chairman’s action or non-action continues for more than ten (10) days after the Chairman has received written notice of the Executive’s employment inappropriate action or non-action. Failure to achieve performance goals, in and of itself, shall not be grounds for a termination with Cause. Cause as set forth in this Section 17.5(bshall not exist under paragraph (i) or (iii) above unless and until (1) there shall have been the Company has delivered to the Executive Chairman a copy of a written notice, signed resolution duly adopted by a duly authorized officer sixty-six and two-thirds percent (66-2/3%) or more of the Employer Board (excluding the Chairman and any officer or employee of the CorporationCompany for purposes of determining such threshold) at a meeting of the Board called and held for such purpose, setting forth that finding that, in the Executive good faith opinion of the Board, the Chairman was guilty of the conduct set forth in this Section 17.5(bparagraph (i) or (iii) and specifying the particulars thereof in detail. However, in the case of conduct described in paragraph (i), Cause will not be considered to exist unless (a) the Chairman is given notice of such breach and (2b) if such breach can reasonably be cured within forty-five (45) days, such breach has been cured within forty-five (45) days after the Executive shall have been provided an opportunity date of such notice to be heard in person by the satisfaction of sixty-six and two-thirds percent (66-2/3%) or more of the Board of Directors (excluding the Chairman and any officer or employee of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause Company for purposes of this Agreementdetermining such threshold) or, if such breach cannot reasonably be cured within such forty-five (45) days, the Chairman has promptly commenced to cure such breach, has thereafter diligently taken all appropriate steps to cure such breach as quickly are reasonably practical and has cured such breach within ninety (90) days after the date of such notice, all to the satisfaction of sixty-six and two-thirds percent (66-2/3%) or more of the Board (excluding the Chairman and any officer or employee of the Company for purposes of determining such threshold).

Cause. For purposes of this Agreement, a ------ termination of employment is for “"Cause” " if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the CorporationCompany, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(b15.5(b) until (1) 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 CorporationCompany, setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(b15.5(b) and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, nor failure to act, on the Executive’s '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 's action or failure to act was in the best interest of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer Company by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if for termination will mean: (i) the Executive commission of an act of fraud, embezzlement or dishonesty by Employee that has been convicted a material adverse impact on the Company or any successor or affiliate thereof; (ii) a conviction of, or plea of “guilty” or “no contest” to, a felony by Employee; (iii) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the termination is evidenced Company or any successor or affiliate thereof that has a material adverse impact on any such entity; (iv) Employee’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Employee; (v) Employee’s ongoing and repeated failure or refusal to perform or neglect of Employee’s duties as required by a resolution adopted in good faith by two-thirds this Agreement, which failure, refusal or neglect continues for 15 days following Employee’s receipt of written notice from the Company’s Chief Executive Officer of any member of the Board stating with specificity the nature of Directors such failure, refusal or neglect; or (vi) Employee’s breach of any material provision of this Agreement or Employee’s breach of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerPIIA; provided, however, that no termination of prior to the Executivedetermination that “Cause” has occurred, if the Board determines in good faith that Employee’s employment action or breach is remediable, the Company shall be for Cause as set forth in this Section 17.5(b) until (1) there shall have been delivered provide to the Executive a copy of a written noticeEmployee in writing, 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 reasonable detail, and the reasons for the determination that such “Cause” exists, (2) other than with respect to clause (v) above which specifies the Executive shall have been provided applicable period of time for Employee to remedy his or her breach, afford Employee a reasonable opportunity to remedy any such breach, and only to the extent such breach is remediable, in the good faith determination of the Board, (3) provide the Employee an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement prior to the contrary, no failure final decision to perform by terminate the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause Employee’s employment hereunder for purposes of this Agreementsuch “Cause” and (4) make any decision that such “Cause” exists in good faith.

Cause. For purposes of The EMPLOYER may terminate the EXECUTIVE’S employment under this Agreement, Agreement for “CAUSE.” A termination for CAUSE is a termination by reason of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith determination by two-thirds the EMPLOYER, subject to the approval of the THI Board of Directors of the Corporation Directors, that the Executive: EXECUTIVE (a) intentionally willfully and continually failed to substantially to perform the Executive’s reasonably assigned his/her duties with the Employer or the Corporation EMPLOYER (other than a failure resulting from the Executive’s EXECUTIVE’S incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reasonillness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been performance is delivered to the Executive specifying EXECUTIVE by the EMPLOYER, with the prior approval of the THI Board of Directors, which specifically identifies the manner in which the Executive EMPLOYER believes that the EXECUTIVE has failed not substantially performed his/her duties and such failure substantially to performperform continues for at least fourteen (14) days, or or (b) intentionally has willfully engaged in conduct which is demonstrably and materially injurious to the Corporation EMPLOYER or the Employer; providedTHI, howevermonetarily or otherwise, that no or (c) has otherwise materially breached this Agreement (including, without limitation, a voluntary termination of the Executive’s EXECUTIVE’S employment shall be for Cause as set forth in this Section 17.5(b) until (1) 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of EXECUTIVE during the Corporation (with the assistance of the Executive’s counsel if the Executive so desiresEMPLOYMENT TERM). No act, nor failure to act, on the Executive’s EXECUTIVE’S part, shall be considered “intentionalwillful” unless the Executive he/she has acted, or failed to act, with a lack an absence of good faith and with without a lack of reasonable belief that the Executive’s his/her action or failure to act was in the best interest of the Corporation EMPLOYER and the EmployerTHI. Notwithstanding anything contained in this Agreement the foregoing, the EXECUTIVE’S employment shall not be deemed to have been terminated for CAUSE unless and until (1) there shall have been delivered to the contraryEXECUTIVE a copy of a written NOTICE OF TERMINATION (as defined in Section 4.3 below), no failure which, with respect to perform termination under this Section 4.1 only, sets forth that the EXECUTIVE was guilty of conduct set forth above in clause (a), (b) 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 to be heard by the Executive after a Notice Board of Termination is given to Directors of THI (with the Employer by assistance of the Executive shall constitute Cause for purposes of this AgreementEXECUTIVE’S counsel).

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if means (i) the Executive has Senior Adviser shall have been convicted of a indicted for any felony or criminally charged with (or indicted for, if applicable) a crime, in each case, that involves dishonesty or moral turpitude, (ii) the termination is evidenced by a resolution adopted Senior Adviser shall have breached in good faith by two-thirds any material respect any of the Board covenants contained in Section 5, 6 or 7(a) of Directors this Agreement and, in the case of any such breach which is capable of being cured, such breach shall not have been cured within 30 days after receipt of written notice from the Corporation that Company detailing such breach or (iii) the Executive: (a) intentionally and continually failed substantially Senior Adviser willfully disregards or refuses to perform the Executive’s reasonably assigned his duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued Company pursuant to this Agreement and such disregard or refusal to perform continues for a period of at least thirty (30) 30 days after a receipt of written notice of demand for substantial performance(a “Performance Notice”) from the Company regarding such disregard or refusal to perform (other than due to Disability or temporary disability which, signed by a duly authorized officer in the reasonable judgment of the Employer Board, causes the Senior Adviser to be incapable of devoting such time and energy), it being understood that no basis for Cause pursuant to this clause (iii) shall be deemed to exist (A) if, at all times prior to any Performance Notice or any other notice regarding the Corporationlevel of the Senior Adviser’s required services hereunder, the Senior Adviser has been delivered to the Executive specifying substantially performed in the manner and at the time or times requested by the Company or (B) if, as a result of changed circumstances, the Company requests that, in which order to satisfy his obligations hereunder, the Executive has failed substantially to Senior Adviser must perform, or (b) intentionally engaged in conduct which is demonstrably over an extended period of time, a materially greater amount of services than the Company had previously requested and the Senior Adviser does not consent to perform such materially injurious to the Corporation or the Employer; provided, however, that no greater amount of services. The termination of employment of the Executive’s employment Senior Adviser shall not be deemed to be for Cause as set forth in this Section 17.5(bpursuant to clause (iii) above unless and until (1) there shall have been delivered to the Executive Senior Adviser a copy of a written notice, signed resolution duly adopted by the Board at a duly authorized officer meeting of the Employer or Board called and held for such purpose (after reasonable notice is provided to the CorporationSenior Adviser and the Senior Adviser is given an opportunity, setting forth that together with counsel, to be heard before the Executive was Board) finding that, in the good faith opinion of the Board, the Senior Adviser is guilty of the conduct set forth described in this Section 17.5(bclause (iii) above, and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Bank may terminate the Executive's employment ----- hereunder for Cause by giving the Executive ten (10) days written notice of termination which notice shall specifically state that the termination is for cause and setting forth in reasonable detail the facts and circumstances providing a basis for the termination. If Executive's employment is terminated for Cause, Bank shall be liable for any salary and other benefits which shall have accrued as of the termination date stated in such notice of termination. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or shall not be satisfactorily performing his duties and the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that Bank shall have "Cause" to terminate the Executive: 's employment hereunder upon (aA) intentionally the willful and continually failed continued failure by the Executive to substantially to perform the Executive’s reasonably assigned his duties with the Employer or the Corporation hereunder (other than a any such failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment illness), after written notice is given to the Executive of duties by the Bank 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, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying specifically identifies the manner in which the Bank believes the Executive has failed not substantially performed his duties and the Executive is given a reasonable opportunity to performrectify his performance, or or (bB) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation commission of any act or acts of dishonesty constituting a felony under the Employer; provided, however, that no termination laws of the Executive’s employment shall be for Cause as set forth in this Section 17.5(bState of West Virginia, or (C) until the commission of any fraud, misappropriation or embezzlement from the Bank or (1D) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer determination of the Employer West Virginia Board of Banking and Financial Institutions, the Board of Governors of the Federal Reserve System or the Corporation, setting forth other bank regulatory authority that the Executive was guilty has willfully violated any law relating to the Bank or has willfully engaged in any unsafe or unsound practices in conducting the business of the conduct set forth in Bank. For purposes of this Section 17.5(b) and specifying the particulars thereof in detailparagraph, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No no act, nor or failure to act, on the Executive’s part, 's part shall be considered “intentional” "willful" unless the Executive has acteddone, or failed omitted to actbe done, with a lack of by him not in good faith and with a lack of without reasonable belief that the Executive’s his action or failure to act omission was in the best interest of the Corporation Bank. The parties agree that if Bank attempts to terminate this Agreement for Cause under this subparagraph (c) of paragraph seven (7) which termination is disputed by the Executive, and the Employer. Notwithstanding anything contained in this Agreement Executive prevails, such termination shall be deemed to the contrarybe a termination without cause under subparagraph (d) of paragraph seven (7), no failure to perform by the Executive after a Notice of Termination is given to the Employer by and the Executive shall constitute Cause for purposes of this Agreementbe entitled to all termination benefits provided therein.

Cause. (a) The Board may terminate the employment of the Executive for Cause by written notice to the Executive. Upon receipt of such written notice, the Executive shall have the right to seek (within ten (10) business days) an opportunity to be heard by the Board, which opportunity the Board shall arrange as promptly and in such format as directors' schedules permit. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: Cause shall mean: (a) intentionally and continually failed substantially to perform an act or acts of material personal dishonesty taken by, or committed at the request of, the Executive’s reasonably assigned duties with , intended to result in the Employer personal enrichment of the Executive at the expense of the Company, or the Corporation any of its Affiliates; (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to b) repeat willful violations by the Executive of duties that would constitute Good Reason) the material terms of this Agreement, which failure continued for a period of at least have not been cured within thirty (30) days after a written notice of demand for substantial performance, signed has been given by a duly authorized officer the Board to the Executive; or (c) the conviction of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, orof a felony. (b) intentionally engaged in conduct which is demonstrably and materially injurious In the event the Board wishes to terminate the Corporation Executive for breach of this Agreement during the Employment Period or the Employer; providedTransition Period pursuant to Section 5.2(a), howeverand such breach is capable of being cured, that no termination of the Executive’s employment Board shall be for Cause as set forth in this Section 17.5(b) until (1) there shall have been delivered to provide the Executive with written notice specifying in reasonable detail the services or matters which it contends the Executive has not adequately performed, or the material provisions of this Agreement of which the Executive is in violation and the acts constituting such violation, why the Company has Cause to terminate this Agreement and what the Executive should do to adequately perform his obligations hereunder along with a copy of a written noticeresolution, signed duly adopted by the Board at a duly authorized officer of meeting called and held for the Employer or purpose (after reasonable notice to Executive and an opportunity for him to be heard before the CorporationBoard), setting forth finding that the Executive was guilty is in default hereunder. If within ten (10) days of receipt of the conduct set forth in this Section 17.5(b) and specifying notice the particulars thereof in detailBoard reasonably believes that the Executive has performed the required services or has modified his performance to correct the matters complained of, the Executive's breach will be deemed cured, and (2) the Executive shall have been provided an opportunity to not be heard in person terminated. However, if the nature of the service not performed by the Board Executive or the matters complained of Directors of are such that more than ten (10) days are reasonably required to perform the Corporation (with required service or to correct the assistance of the Executive’s counsel matters complained of, then his breach will be deemed cured if the Executive so desires)commences to perform such service or to correct such matters within the ten (10) day period and thereafter diligently prosecutes such performance or correction to completion in a time frame established by the Board, in its reasonable judgment. No act, nor failure to act, on the Executive’s part, shall be considered “intentional” unless If the Executive has acteddoes not perform the required services or modify his performance to correct the matter complained of within the ten (10) day period or the Board-approved extension thereof, the Board shall have the right to terminate this Agreement at the end of the ten (10) day period or failed to actextension thereof. If the Board, with a lack of good faith and with a lack of in its reasonable belief judgment, determines that the Executive’s action or failure 's breach of this Agreement pursuant to act was Section 5.2(a) is not capable of being cured, and in the best interest event of any breach of the Corporation Employee Agreement Concerning Protection of Company Property and the Employer. Notwithstanding anything contained Arbitration of Legal Disputes, referred to in this Agreement Section 8 herein, the Company may terminate the Executive immediately for Cause by written notice to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementExecutive.

Cause. The Company may terminate the Executive's employment for Cause. For purposes of this AgreementAgreement only, a termination of employment is for “the Company shall have "Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that " to terminate the Executive: 's employment hereunder only on the basis of (ax) intentionally the Executive's fraud on, or misappropriation or embezzlement of assets of, the Company that causes material harm to the Company or (y) the Executive's willful and continually failed continued failure to substantially to perform the Executive’s reasonably assigned 's duties with the Employer or the Corporation hereunder (other than a any such failure resulting from the Executive’s 's mental or physical incapacity due to physical or mental illness or from any such actual or anticipated failure after the assignment to issuance of a Notice of Termination, as defined in Section 4(d), by the Executive of duties that would constitute for Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner as defined in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerSection 4(c)); provided, however, that no termination "Cause" shall occur with respect to clause (y) of this sentence only if such action constituting Cause has not been corrected or cured by the Executive within 30 days after the Executive has received written notice from the Company of the Company's intent to terminate the Executive’s 's employment for Cause and specifying in detail the basis for such termination. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause as set forth in this Section 17.5(b) unless and until (1) there shall have been delivered delivery to the Executive of a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of not less than three-quarters of the Employer or entire membership of the CorporationBoard at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, setting forth together with the Executive's counsel, t o be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of the conduct set forth in the second sentence of this Section 17.5(b4(c) and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes of this Agreement, a termination of employment is for “"Cause” " if the Executive has been convicted of 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 Board of Directors of the Corporation Trustees that the Executive: : (ai) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the Executive's assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or perform or (bii) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; providedPROVIDED, howeverHOWEVER, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) 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, notice setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, detail and (2y) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, Neither an act nor a failure to act, act on the Executive’s part, 's part shall be considered “"intentional” " unless the Executive has acted, acted or failed to act, act with a lack of good faith and with a lack of reasonable belief that the Executive’s 's action or failure to act was in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this AgreementCompany.

Cause. The Company may terminate the Employment Term at any time for "Cause" upon 30 days' written notice to ▇▇▇▇, in which event all payments under this Agreement shall cease, except for (i) Base Salary, or Increased Base Salary, as applicable, to the extent already earned and a payment equal to any unreimbursed expenses and unused vacation, which shall be paid in a single lump sum on the day the Employment Term terminates, and (ii) any other benefits in accordance with the terms of any applicable Plans and Incentive Programs of the Company. For purposes of this Agreement, a termination of ▇▇▇▇'▇ employment may be terminated for "cause" if (i) ▇▇▇▇ is for “Cause” if the Executive has been convicted of a felony or felony, (ii) in the termination is evidenced by a resolution adopted in good faith by two-thirds reasonable determination of the Board Board, ▇▇▇▇ has committed an intentional act of Directors fraud, embezzlement, or theft in connection with ▇▇▇▇'▇ duties in the course of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties his employment with the Employer Company, or engaged in gross negligence in the Corporation course of his employment with the Company, (other than a failure resulting iii) ▇▇▇▇ intentionally breached his obligations under this Agreement, including inattention to or neglect of duties and shall not have remedied such breach within 30 days after receiving written notice from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive Board specifying the manner in which the Executive has failed substantially to performdetails thereof, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination in any case under this clause (iii), the act or failure to act by ▇▇▇▇ is materially harmful to the business of the Executive’s employment shall be for Cause as Company, and (iv) the failure by ▇▇▇▇ to follow the lawful directives of the Company's Chairman or its Board of Directors, provided that (other than in the case of those actions or omissions set forth in this Section 17.5(bclause (i) until and (1ii) there above) ▇▇▇▇ 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 given reasonably detailed notice that the Executive was guilty of the conduct set forth in this Section 17.5(b) such an event constituting cause for termination has occurred and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an given at least 30 days opportunity to be heard in person by the Board take remedial action but shall have failed or refused to do so. For purposes of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). No actthis Agreement, nor failure to act, an act or omission on the Executive’s part, part of ▇▇▇▇ shall be considered “deemed "intentional” unless the Executive has acted" or gross negligence only if it was done by ▇▇▇▇ in bad faith, or failed to actnot merely an error in judgment, with a lack of good faith and with a lack of without reasonable belief that the Executive’s action act or failure to act omission was in the best interest of the Corporation and Company. In the Employer. Notwithstanding anything contained event of a dispute concerning application of the words intentional or gross negligence as used in this Agreement Section 5.3, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the contrary, no failure to perform Board by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute clear and convincing evidence that Cause for purposes of this Agreementexists.

Cause. (i) The Company may terminate the Executive's employment hereunder for Cause (as defined below). In the case of the Executive's termination for Cause, the Company shall promptly pay to the Executive (or his representative) the unpaid Annual Base Salary to which he is entitled pursuant to subsection 5(a) prorated through the date of the Executive's termination and the Executive shall be entitled to no other compensation. (ii) For purposes the purpose of this Agreement, a termination of the Company shall have "Cause" to terminate the Executive's employment is for “Cause” if hereunder upon finding by the Board that the Executive has been convicted of a felony (1) engaged in acts or omissions with respect to the termination is evidenced by a resolution adopted in good faith by two-thirds Company or any affiliate of the Board Company which constitute intentional misconduct or a knowing violation of Directors law as reasonably determined by the disinterested members of the Corporation that Board; (2) personally receive a benefit in money, property or services from the Executive: Company or any affiliate of the Company or from another person dealing with the Company in violation of applicable law; (a3) intentionally breached his non- competition covenant with the Company; (4) breached his fiduciary duty of loyalty to the Company or any affiliate of the Company; (5) engaged in gross negligence in the performance of his duties to the Company or any affiliate of the Company; or (6) frequently and continually repeatedly failed substantially to perform services for the Executive’s Company or any affiliate of the Company which have been reasonably assigned duties requested of him by the Board and which are consistent with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive terms 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, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employerthis Agreement; provided, however, that no "Cause" shall not exist unless and until the Company --------- -------- provides the Executive with (a) at least 15 days' prior written notice of its intention to terminate his employment for Cause, with a certified copy of the resolution of the Board approving the termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(bby the affirmative vote of not less than a majority of the Board (other than the Executive) until and a written statement describing the nature of the Cause and (1b) there shall have been delivered a reasonable opportunity and a reasonable period of time to cure any curable acts or omissions on which the finding of Cause is based. If the Executive a copy cures the acts or omissions on which the finding of a written noticeCause is based, 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 Executive Company shall not have been provided an opportunity Cause to be heard in person by the Board of Directors of the Corporation (with the assistance of terminate the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement's employment hereunder.

Cause. For purposes of this Agreement, a termination of employment is for “"Cause” " if the Executive Grantee has been convicted of a felony or if the termination is evidenced by a resolution adopted in good faith by two-thirds (2/3) of the Board of Directors of the Corporation that the Executive: Grantee (ai) intentionally and continually failed substantially to perform the Executive’s his or her reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s Grantee's incapacity due to physical or mental illness or from the Grantee's 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive Grantee specifying the manner in which the Executive Grantee has failed substantially to perform, or or (bii) intentionally engaged in illegal conduct or gross misconduct which is demonstrably and materially injurious results in material economic harm to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s Grantee's employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) there shall have been delivered to the Executive Grantee a copy of a written notice, signed by a duly authorized officer of the Employer or the Corporation, notice setting forth that the Executive Grantee was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, and (2y) the Executive Grantee shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s Grantee's counsel if the Executive Grantee so desires). No act, nor failure to act, on the Executive’s Grantee's part, shall be considered “"intentional” " unless the Executive Grantee has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that the Executive’s Grantee's action or failure to act was in the best interest interests of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contraryAny act, no or failure to perform act, based upon authority given pursuant to a resolution duly adopted by the Executive after a Notice Board or upon the instructions of Termination any senior officer of the Company who is given senior to Grantee, or based upon the Employer advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive Grantee in good faith and in the best interests of the Company. Any termination of the Grantee's employment by the Company hereunder shall constitute be deemed to be a termination other than for Cause for purposes unless it meets all requirements of this AgreementSection 2(a).

Cause. The Company shall have the right to discharge Employee and terminate this Agreement for Cause (as hereinafter defined) during the Term by written notice to Employee and this Agreement shall be deemed terminated as of the date of such notice, except that Sections 10, 11, 12, 13, 14 and 15 shall survive such termination. For purposes the purpose of this Agreement, a termination of employment is for “"Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: " shall mean (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer conviction of, or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive plea of duties that would constitute Good Reason) which failure continued for nolo contendere to, a period of at least thirty (30) days after a written notice of demand for substantial performancefelony, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged gross neglect, gross misconduct or gross failure in conduct which is demonstrably and materially injurious to the Corporation carrying out of Employee's duties in accordance with Section 4 hereof, (c) the engaging by Employee in a material act or acts of dishonesty affecting the Company, any affiliate or any client of the Company, or (d) drunkenness or the Employer; providedillegal use of drugs by Employee materially interfering with performance of Employee's obligations under this Agreement. Notwithstanding the foregoing, however, that no termination of the Executive’s employment Employee shall not be deemed to have been terminated for Cause as set forth in this Section 17.5(b) "Cause" hereunder unless and until (1) there shall have been delivered to the Executive Employee a copy of a written notice, signed by a resolution 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 Executive shall have been provided an opportunity to be heard in person adopted by the Board of Directors then in office at a meeting of the Corporation Board of Directors called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with his counsel, to be heard before the assistance Board of Directors), finding that, in the good faith opinion of the Executive’s counsel if Board of Directors, Employee had committed an act set forth above. In the Executive so desires). No actevent of a termination pursuant to this Section 7.3, nor failure the Company shall not be under any further obligation to actEmployee hereunder, on the Executive’s part, shall be considered “intentional” unless the Executive has acted, or failed except 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementpromptly pay Employee his Accrued Obligations.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation and its Affiliates (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employerand its Affiliates; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in this Section 17.5(b13.6(b) until (1) 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(b13.6(b) and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employerits Affiliates. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer Corporation by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes Notwithstanding the terms of this Agreement, the Company, by action of a termination two-thirds (2/3) vote of the Board of Directors, may be written notice to Employee, discharge Employee and terminate this Agreement for cause ("Cause") in the event that (i) Employee shall engage in an act of fraud, theft or embezzlement in connection with his employment is for “Cause” if hereunder; (ii) Employee engages in material gross misconduct that has a material adverse effect on the Executive has been Company; (iii) Employee engages in a material act of dishonesty; or (iv) Employee shall be convicted of a felony involving a high degree of moral turpitude, whether or not related to the termination is evidenced by a resolution adopted in good faith by two-thirds performance of his duties hereunder. Notwithstanding the foregoing to the contrary, prior to discharging Employee pursuant to clause (ii) of the Board of Directors of immediately preceding sentence, the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least Company shall give Employee thirty (30) days after a days' prior written notice of demand for substantial performanceany breach or failure and an opportunity to cure any such breach or failure. Employee shall not, signed by a duly authorized officer of the Employer or the Corporationunder any circumstances, has be deemed to have been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall be terminated for Cause as set forth in this Section 17.5(b) unless and until (1) there shall have been delivered to the Executive him a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of not less than two-thirds (2/3) of the Employer or Board of Directors (with Employee not being permitted to vote on this matter) at a meeting of the CorporationBoard of Directors held for that purpose (after thirty (30) days notice to Employee and an opportunity for Employee, setting forth together with counsel, to be heard before the Board) finding that in the Executive reasonable, good faith opinion of the Board, Employee was guilty of the conduct set forth in this Section 17.5(b) constituting cause and specifying the particulars thereof in detail. If there is any dispute as to whether Employee's employment has been terminated with or without Cause, Employee shall continue to receive all Base Salary, bonus (at a rate no less than that paid in respect of the previous year), and (2) the Executive benefits hereunder as if there was no termination, unless and until it is finally determined that such termination was for Cause, at which time all Base Salary, bonus and benefits hereunder shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementthereupon cease.

Cause. For purposes of this Agreement, a termination of employment is for The term “Cause” if shall mean, and the Executive has been convicted of a felony Company (or the termination is evidenced subsidiary which employs Executive, if applicable) shall be entitled to terminate the employment of Executive for (i) fraud, misappropriation or embezzlement of money or property by a resolution adopted in good faith by two-thirds Executive, (ii) willful and continued failure of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed Executive to substantially to perform the Executive’s reasonably assigned duties with the Employer Company (or the Corporation subsidiary which employs Executive, if applicable) (other than a any such failure resulting from the Executive’s incapacity of Executive due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days illness), after a written notice of demand for substantial performance, signed performance is delivered to Executive by a duly authorized officer the Chief Executive Officer of the Employer Company or the CorporationCompensation Committee of the Board, has been delivered to the Executive specifying which demand specifically identifies the manner in which the Executive has failed not substantially to perform, or performed Executive’s duties and (biii) intentionally engaged willful engagement by Executive in conduct misconduct which is demonstrably and materially injurious to the Corporation Company (or the Employer; providedsubsidiary which employs Executive, howeverif applicable), monetarily or otherwise. For purposes of this subparagraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that no termination Executive’s action or omission was in the best interest of the Company (or the subsidiary which employs Executive’s employment , if applicable). Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause as set forth in this Section 17.5(b) unless and until (1) there shall have been delivered to the Executive a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of not less than three-quarters of the Employer or entire membership of the CorporationCompany’s Board of Directors at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, setting forth together with Executive’s 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 this Section 17.5(b) subparagraph and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For all purposes under this Agreement, "Cause" shall ----- mean (i) misappropriation or embezzlement of Company funds or an act of fraud upon the Company made by Executive in connection with Executive's responsibilities as an employee under this Agreement, (ii) Executive's conviction of, or plea of nolo contendere to, a felony, (iii) Executive's gross ---- ---------- misconduct in connection with Executive's responsibilities as an employee under this Agreement, or (iv) Executive's continued failure to comply with directives of the CEO; (v) Executive's failure to substantially perform his duties under this Agreement, as shall reasonably be assigned to him by the CEO pursuant to Section 1(a) of this Agreement, a termination of employment is for “Cause” if the but only after Executive has been convicted of received a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting written demand for performance from the Executive’s incapacity due to physical or mental illness or from CEO which sets forth the assignment to factual basis for the CEO's belief that Executive of has not substantially performed his duties that would constitute Good Reason) which failure continued for a period of at least and after Executive has had thirty (30) days after receipt of such written demand to cure such nonperformance, if such nonperformance can reasonably be cured within such time frame; and (vi) Executive's breach of any material provision of this Agreement, but only after Executive has received a written notice of demand such breach from the CEO and after Executive has had thirty (30) days after receipt of such written notice to cure such breach, if such breach can reasonably be cured within such time frame. No compensation, benefits or other severance will be paid or provided to Executive under this Agreement on account of a termination for substantial performance, signed by Cause for periods following the date when such a duly authorized officer termination of employment is effective. Executive's rights under the benefit plans of the Employer Company in the event of a termination for Cause shall be determined under the provisions of those plans. In the event Executive is provided with written notice as provided for in (v) and (vi) above, such notice shall also be the notice that is required by Section 2(b). Executive shall be deemed terminated for Cause at the end of any cure period for any curable nonperformance or the Corporationbreach, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, howeveras applicable, that no termination is not so cured within the required period of time or on the Executive’s employment shall be for Cause as set forth in this Section 17.5(bdate thirty (30) until (1) there shall have been delivered to days from the Executive a copy receipt 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel such notice if the Executive so desires). No actnonperformance or breach, nor failure to actas applicable, 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementnot curable.

Cause. The Company shall have the right to terminate Executive's employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, a termination of the Company shall have "Cause" to terminate Executive's employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executiveupon: (ai) intentionally Executive's conviction of, or plea of guilty or nolo contendere to, a felony; (ii) Executive's willful and continually failed continued failure to use reasonable best efforts to substantially to and materially perform the Executive’s reasonably assigned his duties with the Employer or the Corporation hereunder (other than a such failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment subsequent to the issuance of a Notice of Termination by Executive of duties that would constitute for Good ReasonReason (as defined in Section 6(d)) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed performance is delivered by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying Company in writing that specifically identifies the manner in which the Company believes Executive has failed not used reasonable best efforts to substantially and materially perform his duties; (iii) Executive's willful misconduct (including, but not limited to, a willful breach of the provisions of Section 13) that is materially economically injurious to performthe Company or to any entity in control of, controlled by or under common control with the Company ("Affiliate"); or (biv) intentionally engaged Executive's material failure to comply with Executive's obligations under Section 3(b) of this Agreement, but excluding inadvertent or inconsequential failures unless they are of a recurring nature, after the Company (A) delivers to Executive a written notice specifically identifying the manner in conduct which the Company believes Executive has materially failed to comply with Executive's obligations under Section 3(b) and (B) provides Executive a reasonable opportunity (not to exceed fifteen (15) days) to cure such failure or to commence such cure (if such failure cannot be cured with in such fifteen (15)-day period); provided, that Executive diligently prosecutes such cure thereafter. For purposes of this Section 6(c), no act, or failure to act, by Executive shall be considered "willful" unless it is demonstrably committed in bad faith and materially injurious to without a reasonable belief that the Corporation act or omission was in the Employerbest interests of the Company or any Affiliates thereof; provided, however, that no termination the willful requirement outlined in paragraphs (ii) or (iii) above shall be deemed to have been satisfied if the Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the Executive’s employment shall inappropriate action or non-action, or, after it has ceased, it is thereafter recommenced or repeated or, if such action or non-action cannot be for Cause as set forth in this Section 17.5(b) until cured within such ten (1) there shall have been delivered to the Executive a copy of a written notice10)-day period, 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 Executive shall not have been provided an opportunity begun to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 cure such action or failure non-action within such ten (10)-day period and shall not continue to act was in the best interest of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementdiligently prosecute such cure thereafter.

Cause. Termination of the Executive's employment for "Cause" shall mean termination because (i) the Executive intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or the Bank resulting in his conviction of a felony; (ii) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iii) the Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Bank; (iv) the Executive breaches his fiduciary duties to the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of services for the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Bank. For purposes of this Agreementsection, a termination no act or failure to act on the part of employment is for “Cause” if the Executive has been convicted shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of a felony the Bank. Any act, or the termination is evidenced by failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith by two-thirds and in the best interests of the Board Bank. The cessation of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to employment by 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, signed by a duly authorized officer of the Employer or the Corporation, has been delivered shall not be deemed to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in "cause" within the meaning of this Section 17.5(b) section unless and until (1) there shall have been delivered to the Executive a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of three-fourths of the Employer or non-employee members of the Corporation, setting forth that Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive was and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct set forth described in this Section 17.5(b) section, and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. For purposes of this Agreement, a ----- termination of employment is for “"Cause” " if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer Company or the Corporation (other than a failure resulting from the Executive’s 's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer Company or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the EmployerCompany; provided, however, that no termination of the Executive’s 's employment shall be for Cause as set forth in this Section 17.5(b15.5(b) until (1) there shall have been delivered to the Executive a copy of a written notice, signed by a duly authorized officer of the Employer Company or the Corporation, setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(b15.5(b) and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s 's counsel if the Executive so desires). No act, nor failure to act, on the Executive’s '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 's action or failure to act was in the best interest of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer Company by the Executive shall constitute Cause for purposes of this Agreement.

Cause. Termination of your employment by Encore for “Cause” shall mean termination upon (A) the willful and continued failure by you substantially to perform your duties (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Chairman of the Board or the President of Encore which specifically identifies the manner in which it is believed that you have not substantially performed your duties, and a reasonable period of opportunity for such substantial performance is provided, or (B) the willful engaging by you in misconduct materially and demonstrably injurious to Encore or L&W. For purposes of this Agreementparagraph, a termination of employment is for no act, or failure to act, on your part shall be considered “Causewillful” if the Executive has been convicted of a felony unless done, or the termination is evidenced omitted to be done, by a resolution adopted you not in good faith and without reasonable belief that your action ▇▇. ▇▇▇▇▇ ▇. Davis or omission was in the best interest of Encore. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by two-thirds of the Board or by the Board of Directors of the Corporation that Employing Entity or based upon the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive advice of duties that would constitute Good Reason) which failure continued counsel for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment Encore shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest of Encore. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause as set forth in this Section 17.5(b) unless and until (1) there shall have been delivered to the Executive you a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of not less than three-quarters of the Employer or entire membership of the CorporationBoard at a meeting of the Board called and held for that purpose (after reasonable notice to you and an opportunity for you, setting forth together with your counsel, to be heard before the Board), finding that in the Executive was good faith opinion of the Board you were guilty of the conduct set forth above in clauses (A) or (B) in this Section 17.5(b) paragraph and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. Termination of the Executive’s employment for “Cause” shall mean termination because (i) the Executive intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or the Bank resulting in his conviction of a felony; (ii) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iii) the Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of services for the Corporation or the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Corporation or the Bank. For purposes of this Agreementsection, a termination no act or failure to act on the part of employment is for “Cause” if the Executive has been convicted shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive=s action or omission was in the best interests of a felony the Corporation or the termination is evidenced by Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer or the Corporation Bank (other than a failure resulting from the Executive’s incapacity due to physical “Boards”) or mental illness or from based upon the assignment to the Executive written advice of duties that would constitute Good Reason) which failure continued counsel for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; providedBank shall be conclusively presumed to be done, howeveror omitted to be done, that no termination by the Executive in good faith and in the best interests of the Executive’s Corporation or the Bank. The cessation of employment by the Executive shall not be deemed to be for Cause as set forth in “cause” within the meaning of this Section 17.5(b) section unless and until (1) there shall have been delivered to the Executive a copy of a written notice, signed resolution duly adopted by a duly authorized officer the affirmative vote of three-fourths of the Employer or non-employee members of the Corporation, setting forth that Boards at a meeting of the Boards called and held for such purpose (after reasonable notice is provided to the Executive was and the Executive is given an opportunity, together with counsel, to be heard before the Boards), finding that, in the good faith opinion of the Boards, the Executive is guilty of the conduct set forth described in this Section 17.5(b) section, and specifying the particulars thereof in detail, and (2) the Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company shall have the right, subject to appropriate action of the Board, to terminate this Agreement with 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, a termination of employment is for the Company shall have “Cause” if to terminate this Agreement upon the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the ExecutiveChairman’s: (ai) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Employer Breach of any material provisions of this Agreement; (ii) Conviction of a felony, capital crime or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performanceany crime involving moral turpitude, signed by a duly authorized officer of the Employer or the Corporationincluding, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to performbut not limited to, crimes involving illegal drugs; or (biii) intentionally engaged in conduct which Willful misconduct that is demonstrably and materially economically injurious to the Corporation Company. For purposes of this Section 6(d), no act, or failure to act, by the EmployerChairman shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company; provided, however, that no termination the willful requirement outlined in paragraphs (iii) above shall be deemed to have occurred if the Chairman’s action or non-action continues for more than ten (10) days after the Chairman has received written notice of the Executive’s employment inappropriate action or non-action. Failure to achieve performance goals, in and of itself, shall not be grounds for a termination with Cause. Cause as set forth in this Section 17.5(bshall not exist under paragraph (i) or (iii) above unless and until (1) there shall have been the Company has delivered to the Executive Chairman a copy of a written notice, signed resolution duly adopted by a duly authorized officer sixty-six and two-thirds percent (66-2/3%) or more of the Employer Board (excluding the Chairman and any officer or employee of the CorporationCompany for purposes of determining such threshold) at a meeting of the Board called and held for such purpose, setting forth that finding that, in the Executive good faith opinion of the Board, the Chairman was guilty of the conduct set forth in this Section 17.5(bparagraph (i) or (iii) and specifying the particulars thereof in detail. However, in the case of conduct described in paragraph (i), Cause will not be considered to exist unless (a) the Chairman is given notice of such breach and (2b) if such breach can reasonably be cured within forty-five (45) days, such breach has been cured within forty-five (45) days after the Executive shall have been provided an opportunity date of such notice to be heard in person by the satisfaction of sixty-six and two-thirds percent (66-2/3%) or more of the Board of Directors (excluding the Chairman and any officer or employee of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause Company for purposes of this Agreementdetermining such threshold) or, if such breach cannot reasonably be cured within such forty-five (45) days, the Chairman has promptly commenced to cure such breach, has thereafter diligently taken all appropriate steps to cure such breach as quickly are reasonably practical and has cured such breach within ninety (90) days after the date of such notice, all to the satisfaction of sixty-six and two-thirds percent (66-2/3%) or more of the Board (excluding the Chairman and any officer or employee of the Company for purposes of determining such threshold).

Cause. For purposes The Company may terminate this Agreement and Executive's employment for "Cause", which shall be: (I) Executive's willful and material breach of this AgreementAgreement (which remains uncured for 30 days after Executive's receipt of written notice of need to cure); (2) Executive's gross negligence in the performance or intentional nonperformance (in either case continuing for 30 days after Executive's receipt of written notice of need to cure) of any of Executive's material duties and responsibilities hereunder; (3) Executive's dishonesty or fraud with respect to the business, a termination reputation or affairs of employment is for “Cause” if the Executive has been convicted AMPAM Companies; or (4) Executive's conviction of a felony or the crime involving moral turpitude. Any termination is evidenced for Cause must be approved by a resolution adopted majority of the eligible members of the Board (FOR THIS PURPOSE, ANY MEMBER OF THE BOARD REASONABLY BELIEVED BY A MAJORITY OF THE BOARD TO BE AT FAULT IN THE EVENTS LEADING THE BOARD TO CONSIDER TERMINATING EXECUTIVE FOR CAUSE SHALL ALSO BE EXCLUDED, INCLUDING EXECUTIVE IF EXECUTIVE IS A MEMBER OF THE BOARD.). For purposes hereof, no act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be don; by Executive not in good faith by two-thirds and/or without reasonable belief that Executive's action or omission was in the best interest of the Board of Directors of Company. Notwithstanding the Corporation that the Executive: (a) intentionally and continually failed substantially foregoing, Executive shall not be deemed to perform the Executive’s reasonably assigned duties with the Employer or the Corporation (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has have been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Corporation or the Employer; provided, however, that no termination of the Executive’s employment shall be terminated for Cause as set forth in this Section 17.5(b) unless and until (1) there shall have been delivered to the Executive a Notice of Termination and a copy of a written noticeresolution duly adopted by the Board, signed by a duly authorized officer finding that in the good faith opinion of the Employer or the CorporationBoard, setting forth that the Executive was guilty of the conduct set forth in this Section 17.5(b) above and specifying the particulars thereof in detail. In the event of a termination for Cause, and (2) the Executive shall have been provided an opportunity no right to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel if the Executive so desires). 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 Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementany severance compensation.

Cause. Company shall have the right to terminate Executive’s employment for Cause, and such termination shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that no termination of Executive’s employment hereunder for Cause shall be effective as a termination for Cause unless the provisions of this Section 6(c) shall first have been complied with. The Executive shall be given written notice by the Centro US Chief Executive Officer of the intention to terminate her for Cause (the “Notice of Intention”). The Notice of Intention shall state in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have twenty (20) days after receiving the Notice of Intention in which to cure the purported grounds for termination asserted therein. Termination for Cause shall be effective immediately upon the Centro US Chief Executive Officer’s issuance to Executive of a written Termination for Cause Notice in the event that Executive fails to cure the purported grounds for termination within such twenty (20) day period. Any allegation that Cause existed, or that cure was not achieved, shall be subject to review, at the Executive’s election, through arbitration in accordance with Section 12 hereof. For purposes of this Agreement, a termination of employment is for Company shall have “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the to terminate Executive’s employment upon Executive’s: (ai) intentionally conviction of, or plea of guilty or nolo contendere to, a felony; or (ii) willful and continually failed continued failure to use reasonable best efforts to substantially to perform the Executive’s reasonably assigned her duties with the Employer or the Corporation hereunder (other than a such failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment subsequent to the issuance of a Notice of Termination by Executive of duties that would constitute for Good ReasonReason (as defined in Section 6(d)) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed performance is delivered by a duly authorized officer of the Employer or the Corporation, has been delivered to the Executive specifying Company in writing that specifically identifies the manner in which the Company believes Executive has willfully and continually failed to use reasonable best efforts to substantially to performperform her duties hereunder; or (iii) theft of Company property, or (biv) intentionally engaged in conduct serious misconduct, dishonesty or disloyalty, which results from a willful act or omission or from gross negligence, and which is demonstrably and materially or likely to be materially injurious to the Corporation operation, financial condition or business reputation of the EmployerCompany, Centro or to any Affiliate. For purposes of this Section 6(c), no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company, Centro or any Affiliates thereof; provided, however, that no termination of the Executive’s employment willful requirement outlined in paragraphs (ii) or (iv) above shall be for Cause as set forth in this Section 17.5(b) until (1) there shall deemed to 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 Executive shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s counsel occurred if the Executive so desires). 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 non-action continues for more than twenty (20) days after Executive has received written notice of the Corporation and the Employer. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementinappropriate action or non-action.

Cause. For purposes of this Agreement, a termination of employment is for “"Cause” " if the Executive Employee has been convicted of a felony or if the termination is evidenced by a resolution adopted in good faith by two-thirds (2/3) of the Board of Directors of the Corporation that the Executive: Employee (ai) intentionally and continually failed substantially to perform the Executive’s his reasonably assigned duties with the Employer or the Corporation Company (other than a failure resulting from the Executive’s Employee's incapacity due to physical or mental illness or from the Employee's assignment to the Executive 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, signed by a duly authorized officer of the Employer or the Corporation, performance has been delivered to the Executive Employee specifying the manner in which the Executive Employee has failed substantially to perform, or or (bii) intentionally engaged in illegal conduct or gross misconduct which is demonstrably and materially injurious results in material economic harm to the Corporation or the EmployerCompany; provided, however, that (A) where the Employee has been terminated for Cause because a felony prosecution has been brought against him and no conviction or plea of guilty or plea of nolo contendere or its equivalent results therefrom, then said termination shall no longer be deemed to have been for Cause and the Employee shall be entitled to all the benefits provided by Section 11.1(i) hereof from and after the date on which the prosecution of the Employee has been dismissed or a judgement of acquittal has been entered, whichever shall first occur; and (B) no termination of the Executive’s Employee's employment shall be for Cause as set forth in this Section 17.5(bclause (ii) above until (1x) there shall have been delivered to the Executive Employee a copy of a written notice, signed by a duly authorized officer of the Employer or the Corporation, notice setting forth that the Executive Employee was guilty of the conduct set forth in this Section 17.5(bclause (ii) and specifying the particulars thereof in detail, and (2y) the Executive Employee shall have been provided an opportunity to be heard in person by the Board of Directors of the Corporation (with the assistance of the Executive’s Employee's counsel if the Executive Employee so desires). No act, nor or failure to act, on the Executive’s part, Employee's part shall be considered “"intentional” " unless the Executive Employee has acted, acted or failed to act, act with a lack of good faith and with a lack of reasonable belief that the Executive’s Employee's action or failure to act was in the best interest interests of the Corporation and the EmployerCompany. Notwithstanding anything contained in this Agreement to the contraryAny act, no or failure to perform act, based upon authority given pursuant to a resolution duly adopted by the Executive after a Notice Board or upon the instructions of Termination is given any senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to the Employer be done, or omitted to be done, by the Executive Employee in good faith and in the best interests of the Company. Any termination of the Employee's employment by the Company hereunder shall constitute be deemed to be a termination other than for Cause for purposes unless it meets all requirements of this AgreementSection 9.3.

Cause. The Company may terminate Loccisano's employment for Cause. For purposes of this Agreement, a termination of employment is by the Company for “"Cause” if " shall mean termination upon (i) the Executive has been convicted of a felony or the termination is evidenced willful and continued failure by a resolution adopted in good faith by two-thirds of the Board of Directors of the Corporation that the Executive: (a) intentionally and continually failed Loccisano to substantially to perform the Executive’s reasonably assigned his duties with the Employer or the Corporation Company (other than a (x) any such failure resulting from Loccisano's incapacity due to Disability or (y) any such actual or anticipated failure resulting from the Executive’s incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Loccisano's termination for Good Reason) which failure continued for a period of at least thirty (30) days ), after a written notice of demand for substantial performance, signed by a duly authorized officer of the Employer or the Corporation, has been performance is delivered to Loccisano by the Executive specifying Board which specifically identifies the manner in which the Executive Board believes that Loccisano has failed not substantially to performperformed his duties, or or (bii) intentionally engaged the willful engaging by Loccisano in conduct which is demonstrably and materially injurious to the Corporation Company, monetarily or the Employer; providedotherwise. For purposes of this Section 5 (d), howeverno act or failure to act, that no termination on Loccisano's part shall be considered "willful" unless done, or omitted to be done, by Loccisano not in good faith and best interest of the Executive’s employment Company. Notwithstanding the foregoing, Loccisano shall not be deemed to have been terminated for Cause as set forth in this Section 17.5(b) unless and until (1) there shall have been delivered to the Executive Loccisano a copy of a written notice, signed resolution duty adopted by a duly authorized officer the affirmative vote of not less than two-thirds of the Employer or entire membership of the CorporationBoard at a meeting of the Board called and held for the purpose (after reasonable notice to Loccisano and an opportunity for Loccisano together with Loccisano's counsel, setting forth to be heard before the Board), finding that in the Executive good faith opinion of the Board, Loccisano was guilty of the conduct set forth in the second sentence of this Section 17.5(b5 (d) and specifying the particulars thereof in detail. If Loccisano's employment shall be terminated for Cause, the Company shall pay Loccisano his full base salary through the Date of Termination (as defined in Section 5 (g)) at the rate in effect at the time Notice of Termination (as defined in Section 5 (f)) is given and (2) the Executive Company shall have been provided an opportunity no further obligations to Loccisano under this Agreement. If Loccisano disputes the validity of the termination pursuant to this section 5(d), then the burden of proof as to said issue shall be heard in person borne by the Board Company. During the pendency of Directors of such dispute, all payments owed by the Corporation (with the assistance of the Executive’s counsel Company to Loccisano, as if the Executive so desires). No act, nor failure to act, on the Executive’s partthis agreement had not been terminated, shall be considered “intentional” unless the Executive has acted, or failed to act, with deposited into an independent third party escrow account until 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 final resolution of the Corporation and the Employer. Notwithstanding anything contained in this Agreement dispute, at which time said funds will be delivered to the contrary, no failure party that is entitled to perform by the Executive after a Notice of Termination is given to the Employer by the Executive shall constitute Cause for purposes of this Agreementsame.