Common use of Cause Clause in Contracts

Cause. For purposes of this Agreement, “Cause” means and only means any of the following: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. For purposes of this Agreement, The term “Cause” means and only means any used in connection with the termination of employment of the followingExecutive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a conviction of, or plea material breach by such Executive of “guilty” or “no contest” to, a felony any of his material obligations under this Agreement or any crime involving fraudulent conduct under employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the laws nature of the United States or any State by Executivesuch breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any unauthorized use audit or disclosure investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of confidential information any willful and material violation of any federal or trade secrets state law or regulation directly related to the business of the Company or any successor of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or affiliate thereof that causes material harm to indictment or conviction of such entityExecutive for a felony, but excluding or conviction of such Executive of any disclosure required by subpoena, court order willful perpetration of a common law fraud; or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure any other willful misconduct by such Executive which is materially injurious to perform Executive’s assigned material dutiesthe financial condition or business reputation of, after receiving written notification of such failure from the Board that specifies such failure and such failure or is not otherwise materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and injurious to the Company if such breach is or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not cured by Executive within thirty (30) days be construed to include any other portfolio companies of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of Vestar other than the Company or its directorssubsidiaries), officers or employeesincluding, if without limitation, a breach of the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of confidentiality obligation to the Company or the Executive’s engagement in any successor or affiliate thereof to discharge or dismiss Executive Prohibited Activity during his employment with the Company, which remains uncured for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled 30 days after written notice to such cure period. Whether a termination is for Cause shall be determined by Executive specifying in reasonable detail the Board in its judgment and discretion, which shall be exercised in good faithnature of such misconduct.

Cause. For purposes In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of this Agreementwritten notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means and only means any of the following: (i) a conviction ofCompany’s determination that Executive has materially neglected, failed, or plea of “guilty” refused to render the Services or “no contest” to, a felony perform any other material duties or any crime involving fraudulent conduct obligations under the laws of the United States or any State by Executivethis Agreement; (ii) Company’s determination that Executive has otherwise materially violated any unauthorized use provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or disclosure by Executive of confidential information subsequently promulgated or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawrevised; (iii) Executive’s fraud conviction for, or willful misconduct entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that causes material harm adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the CompanyServices, or any of the other Company Parties (as defined below); (iv) Executiveany act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s continuing failure to perform Executive’s assigned material dutiesreasonable judgment) may harm or embarrass, after receiving written notification Company or any of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterother Company Parties; or (v) Executiveany act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s material breach reasonable judgment) may harm or embarrass, Company or any of any written agreement between Executive the other Company Parties; provided, however, that with respect to clauses (i) and the Company (ii) of this Section, if such breach or violation is susceptible to cure, Company may not cured by terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within thirty fifteen (3015) days after receipt of written notice thereof from such notice; provided further, that the Board of Company that specifies shall have the sole discretion to determine whether such material breach; (vi) Executive’s material failure a breach or violation is subject to comply with cure, and if so, whether the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where successfully effected a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithfollowing notice.

Cause. For purposes The Company shall have “Cause” to terminate Executive’s employment hereunder upon: (i) Executive’s failure to comply with, in any material respect, any of the material Company’s Policies; (ii) Executive’s failure in any material respect to carry out or comply with any lawful and reasonable directive of the Board; (iii) Executive’s breach of a material provision of this Agreement, “Cause” means any Restricted Stock Agreement and only means any of other material agreement among Executive and the following: Company, Parent or subsidiary thereof; (iiv) a Executive’s commission of, conviction of, or plea of “guilty” or “no contest” to, a any felony or any crime involving fraudulent conduct moral turpitude; (v) Executive’s unlawful use (including being under the laws influence) or possession of illegal drugs on Parent’s or its direct or indirect subsidiaries’ premises or while performing Executive’s duties and responsibilities under this Agreement; (vi) Executive’s willful, reckless or gross misconduct bringing Parent or its direct or indirect subsidiaries into any public disgrace or disrepute; or (vii) Executive’s commission of an act of dishonesty, disloyalty, fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty with respect to Parent or its direct or indirect subsidiaries. Notwithstanding the United States or any State by Executive; foregoing, in the case of clauses (i), (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; and (iii) Executive’s fraud or willful misconduct that causes material harm above, no “Cause” will have occurred unless and until the Company has provided Executive with written notice of the circumstances setting forth the elements of “Cause” in reasonable detail and an opportunity to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification cure such finding of such failure from the Board that specifies such failure and such failure is not materially cured by Executive “Cause” within thirty (30) days thereafter; (v) Executive’s material breach after the receipt of any written agreement between such notice. If the Executive and fails to cure the Company if same within such breach is not cured by Executive within thirty (30) days days, then “Cause” shall be deemed to have occurred as of written notice thereof from the expiration of the 30-day cure period. In the event that (a) Executive’s employment with the Company that specifies such material breach; terminates for any reason other than for Cause (including, without limitation, whether by death, Disability, resignation or termination without Cause or with Good Reason) and (b) any of the facts and circumstances described in (iv) through (vi) above existed as of the date of Executive’s material failure to comply with termination (whether or not known by the Company’s reasonable and legal written policies Board as of the termination or rules applicable to all executives if discovered after any such failure is not cured termination), by Executive within thirty (30) days a vote of notice thereof from the Board, the Company that specifies such material failure; or (vii) may deem the termination of the Executive’s failure employment to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive have been for any other acts or omissions, but such other acts or omissions shall not be deemed or construedCause and, for all purposes of this AgreementAgreement (including Sections 3 and 4), to constitute grounds the termination shall be treated as a termination by the Company for Cause and the Company and Executive shall have the corresponding rights or obligations associated with a termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. The Company may terminate the Executive’s employment at any time during the Term for Cause or without Cause. For purposes of this Agreement, “Cause” means and only means any shall mean (1) a breach by the Executive of the following: (i) a conviction ofExecutive’s obligations under this Agreement, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under which constitutes nonperformance by the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of his obligations and duties hereunder, as determined by the Company or any successor or affiliate thereof Board, that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) 15 days of the Executive’s receipt of written notice thereof from the Company that specifies such material breach; Board, (vi2) Executive’s material failure to comply with commission by the Executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company’s reasonable and legal written policies or rules applicable to all executives if such failure , (3) a material breach by the Executive of any restrictive covenants contained within this Agreement that is not cured by Executive within thirty (30) 15 days after the Executive’s receipt of written notice thereof from the Company that specifies such Board, (4) the Executive’s conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material failure; harm, financial or otherwise, to the Company, (5) the willful refusal or intentional failure of the Executive to carry out, or comply with, in any material respect, any lawful and material written directive of the Board (of which the Board will give the Executive written notice of and a reasonable opportunity to remedy), (6) the Executive’s unlawful use (including being under the influence) or possession of illegal drugs, or (vii7) the Executive’s failure willful and material violation of any federal, state, or local law or regulation applicable to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if business which adversely affects the Company has requested that is not cured after written notice from the Board. For purposes of the definition of “Cause”, no act or failure to act on the Executive’s cooperation. The foregoing definition part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in any way preclude good faith and without reasonable belief that the Executive’s action or restrict omission was in the right best interest of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for Company. For purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause “without Cause” shall be determined mean a termination by the Board in its judgment and discretionCompany of the Executive’s employment during the Term at the Company’s sole discretion for any reason other than a termination based upon Cause, which shall be exercised in good faithdeath or Disability.

Cause. For purposes of this Agreement, “Cause” means and only means any of the following: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud fraud, gross negligence or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” means and only means any if the termination occurs because of the followingExecutive’s: (i) a unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes, or could reasonably be expected to cause, material harm to the Company; (ii) conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawmoral turpitude; (iii) willful misfeasance or gross misconduct in the performance of Executive’s fraud or willful misconduct that causes material harm to the Companyduties; (iv) substance abuse that in any manner materially interferes with the performance of Executive’s continuing duties; (v) chronic absence from work for reasons other than illness; or (vi) failure to perform Executive’s assigned material duties, after receiving written notification and reasonable notice from the Company and an opportunity of at least thirty (30) days to correct any such failure and/or dispute the original notice. Although the foregoing is an exclusive list of the grounds for terminating Executive’s employment for “Cause,” it is expressly understood that the Company, or any acquirer or successor of the Company, may terminate Executive’s at-will employment for reasons that do not constitute “Cause.” A termination without “Cause” includes not only involuntary terminations by the Company, but also voluntary terminations by Executive resulting from either: (a) a material reduction in employment duties, compensation or benefits; or (b) a change in location of employment outside of a fifty (50)-mile radius of the Company’s current principal office, without Executive’s consent; provided, however, that a termination in connection with the events described above shall only constitute a termination of Executive’s employment by the Company without Cause only if (A) the Executive provides written notice to the Company of the event within ninety (90) days of the occurrence of such failure from event, (B) the Board that specifies Company fails to cure the condition caused by such failure and such failure is not materially cured by Executive event within thirty (30) days thereafter; after receipt from Executive of written notice of the event, and (vC) Executive’s material breach the Executive provides written notice of any written agreement between Executive and the Company if such breach is not cured by Executive his intent to terminate employment within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with following the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithcure.

Cause. For purposes The Company, acting by its Board of this AgreementDirectors, may terminate the Executive’s employment for “Cause.” means and only means any A termination for Cause shall mean discharge by the Company by reason of the following: (i) a the Executive’s conviction of, or a plea of “guilty” or “no contest” nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to perform the Executive’s obligations as an employee of the Company or under this Agreement or any crime involving fraudulent conduct under non-competition agreement, confidentiality agreement or like agreement or covenant between the laws Executive and the Company or which materially and adversely affects the reputation and business activities of the United States or any State by ExecutiveCompany; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets the Executive’s willful misconduct in connection with the performance of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawExecutive’s duties and responsibilities as an employee of the Company; (iii) the Executive’s commission of an act of embezzlement, fraud or willful misconduct that causes material harm dishonesty which results in a loss, damage or injury to the Company; (iv) the Executive’s substantial and continuing failure to perform gross negligence in the performance of the Executive’s assigned material duties, after receiving written notification duties as an employee of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterCompany; (v) the Executive’s material knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breachthis subsection; (vi) Executive’s material failure substance or alcohol abuse for which the Executive fails to comply with undertake and maintain treatment within five (5) calendar days after requested in writing by the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) the Executive’s continuing material failure or refusal to cooperate perform the Executive’s duties in good faith accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, the Executive’s resignation promptly following an action by the Company that results in a governmental constructive termination or internal investigation discharge of the Company or its directors, officers or employees, if Executive’s employment with the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of constitute a termination by the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, without Cause for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. For purposes of The Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” means and only means with respect to Executive’s termination from employment, shall mean any of the following: : (i1) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from cure the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of this Agreement or any written agreement between Company policy, regulation or guideline; (2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive and to the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from which were rejected or on which the Company that specifies such material breach; took no timely action; (vi3) the Executive’s material failure to comply with misappropriation of any of the Company’s reasonable and legal written policies funds or rules applicable to all executives if such failure is not cured by Executive within thirty property; (304) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith conviction of or entering of a guilty plea or a plea of no contest with respect to, a governmental felony, or internal investigation any other crime which materially and adversely affects the business of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not ability to carry out his duties hereunder and with respect to which imprisonment for a term in any way preclude excess of six (6) months is a possible punishment; (5) the Executive’s conduct, or restrict the right of lack thereof, which results in material economic damage to the Company or any successor its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or affiliate lack thereof to discharge was in, or dismiss Executive for any other acts or omissionsnot opposed to, but such other acts or omissions the best interest of the Company, then “Cause” shall not be deemed or construed, for purposes of satisfied hereunder; or (6) in the event there is a Change in Control (as used in this Agreement, to constitute grounds a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2012 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for termination for a period of twelve (12) months following the date of such Change in Control, the term “Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive ” shall not be entitled include items (1) through (5) above and shall only mean the following: (A) the Executive materially violates any Company policy, regulation or guideline which Executive fails to cure within sixty (60) days following written notice of such cure periodviolation by the Company to the Executive; or (B) the Executive’s conviction or entering of a guilty plea or a plea of no contest with respect to fraudulent or illegal activities which are materially injurious to the Company, monetarily or otherwise. Whether a No termination is of the Executive’s employment hereunder by the Company for Cause shall be determined effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board in its judgment and discretiongives a second Notice of Termination to the Executive confirming that a majority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate him for Cause, which the Executive’s employment shall thereupon be exercised in good faithterminated for Cause.

Cause. For purposes of this Agreement, “Cause” means and only means for termination will mean any one or more of the following: (ia) a Executive’s conviction of, or plea of “guilty” or “no contest” to, a any felony or any crime involving fraudulent conduct fraud, dishonesty or moral turpitude under the laws of the United States or any State by Executivestate thereof; (iib) Executive’s commission of, or participation in, a fraud or material act of dishonesty against the Company or any of its employees or directors that causes harm; (c) Executive’s intentional, material violation of any contract or agreement between the Executive and the Company, the Company’s employee handbook and employment policies, the Company’s Code of Conduct and Business Ethics, or of any statutory or legal duty owed to the Company; (d) Executive’s unauthorized use or unauthorized disclosure by Executive of the Company’s confidential information or trade secrets or other material breach of the Confidentiality Agreement (as defined below); (e) Executive’s willful misconduct in the performance of Executive’s employment duties; and (f) Executive’s willful failure to reasonably cooperate with any internal or external Company investigation or audit (whether being conducted by the Company or by a third-party); provided, that in order to terminate Executive’s employment for “Cause” pursuant to the foregoing clauses (c), (d), (e), and (f) the Board must first provide Executive with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or any successor or affiliate thereof that causes material harm of when the Company reasonably should have been aware, of such Cause event, and provide Executive a period of 30 days thereafter to reasonably cure such entityCause event, but excluding any disclosure required by subpoenato the extent curable. If Executive fails to cure such Cause event within such period, court order or applicable law; (iii) then the termination of employment must be effective not later than 30 days after the end of Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. (a) For purposes the purpose of this Agreement, “Cause,” as used herein, means and only means any of the following (alone or in combination): (b) Executive is convicted of or takes a plea of nolo contendere to a crime involving dishonesty, fraud or moral turpitude; (c) Executive has engaged in any of the following: (i) a conviction offraud, embezzlement, theft or plea of “guilty” or “no contest” toother dishonest acts, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entityunprofessional conduct, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm gross negligence related to the Company; business or (iv) Executiveother conduct that is materially detrimental to the business as determined in the reasonable business judgment of Company; (d) Executive materially violates a significant Company policy (as they may be amended from time to time), such as policies required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Company’s continuing failure Drug Free Workplace Policy or Company’s EEO policies, and does not cure such violation (if curable) within twenty (20) days after written notice from Company; (e) Executive willfully takes any action that significantly damages the assets (including tangible and intangible assets, such as name or reputation) of Company; (f) Executive fails to perform Executive’s assigned material duties in good faith or Executive persistently fails to perform Executive’s duties, and does not cure such failures within ten (10) days after receiving written notification notice from Company or, if notice and cure have previously taken place regarding a similar failure to perform, if the circumstance recurs; (g) Executive uses or discloses (or allows others to use or disclose) Confidential Information, as defined in this Agreement, without authorization; or (h) Executive breaches this Agreement in any material respect and does not cure such breach (if curable) within twenty (20) days after written notice from Company or, if notice and cure have previously taken place regarding a similar breach, if a similar breach recurs. A termination of employment by the Employer for one of the reasons set forth in Section II. 3(a)-(h) above will not constitute cause unless, within the 60-day period immediately following the occurrence of such failure from event, Employer has given written notice to Executive specifying in reasonable detail the Board that specifies event or events relied upon for such failure termination and Executive has not remedied such failure is not materially cured by Executive event or events within thirty twenty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (3020) days of written notice thereof from the Company that specifies receipt of such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithnotice.

Cause. The Company shall have the right to terminate Executive's employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “the Company shall have "Cause” means and only means any of the following: " to terminate Executive's employment upon: (i) a Executive's conviction of, or plea of “guilty” guilty or “no contest” nolo contendere to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; felony; (ii) any unauthorized Executive's willful and continued failure to use reasonable best efforts to substantially and materially perform his duties hereunder (other than such failure resulting from Executive's incapacity due to physical or disclosure mental illness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 6(d)) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes 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 confidential information the provisions of Section 11) that is materially economically injurious to the Company or trade secrets 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 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; or (v) 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 bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or any successor Affiliates thereof; provided, however, that the willful requirement outlined in paragraphs (ii) or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) above shall be deemed to have been satisfied if the Executive’s fraud 's action or willful misconduct that causes material harm to non-action continues for more than ten (10) days after Executive has received written notice of the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesinappropriate action or non-action, or, after receiving written notification of such failure from the Board that specifies such failure and such failure it has ceased, it is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company thereafter recommenced or repeated or, if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies action or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall non-action cannot be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedcured within such ten (10)-day period, Executive shall not be entitled have begun to cure such action or non-action within such ten (10)-day period and shall not continue to diligently prosecute such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faiththereafter.

Cause. For purposes of this Agreement, The Company may terminate the Executive’s employment for “Cause.” means and only means any A termination for Cause shall mean discharge by the Company by reason of the following: (i1) a The Executive’s conviction of, or a plea of “guilty” or “no contest” nolo contendere to, any act which constitutes a felony or any crime involving fraudulent conduct offense under applicable law in connection with the laws performance of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets ’s obligations on behalf of the Company or which affects the Executive’s ability to perform the Executive’s obligations as an employee of the Company or under any successor employment agreement, non-competition agreement, confidentiality agreement or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order like agreement or applicable lawcovenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (iii2) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company; (3) the Executive’s commission of an act of embezzlement, fraud or willful misconduct that causes material harm dishonesty which results in a loss, damage or injury to the Company; (iv4) the Executive’s substantial and continuing failure to perform gross negligence in the performance of the Executive’s assigned material duties, after receiving written notification duties as an employee of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterCompany; (v5) the Executive’s material breach knowing unauthorized use or unauthorized disclosure of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies trade secret or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right confidential information of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (6) substance or construed, alcohol abuse for purposes which the Executive fails to undertake and maintain treatment within five (5) days after requested by the Company; (7) the Executive’s continuing material failure or refusal to perform the Executive’s duties in accordance with the terms of this Agreement; provided, that discharge pursuant to this subsection shall constitute grounds discharge for termination for Cause. It is understood and agreed thatcause only if the Executive has first received written notice from the President of the Company stating with specificity the nature of such failure or refusal and, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined if requested by the Board in its judgment and discretionExecutive within five (5) days thereafter, which shall the Executive is afforded a reasonable opportunity to be exercised in good faithheard before the Board; or (8) the Executive breaches a material provision of this Agreement.

Cause. For purposes The Company may terminate the Executive's employment under this Agreement for "Cause" (as hereinafter defined). "Cause" shall mean: (A) committing or participation in an injurious act of this Agreementfraud, “Cause” means and only means gross neglect, wilful misconduct, recklessness, embezzlement or dishonesty against the Company or any of the following: its affiliates; (iB) engaging in a criminal enterprise involving moral turpitude; (C) conviction of, of an act or plea of “guilty” or “no contest” to, acts (1) constituting a felony or any crime involving fraudulent conduct under the laws of the United States or any State state thereof, or (2) if applicable, loss of any state or federal license required for the Executive to perform the Executive's material duties or responsibilities for the Company; provided however that this Section 6.4(C)(2) shall not be applicable if such loss of license shall be a result of any actions or inactions outside the Executive's control; (D) habitual neglect of duty, gross incompetence, or wilful disobedience of the reasonable and lawful orders of the Board of Directors or the Company which are not inconsistent with the provisions of this Agreement or the Executive's duties and authority as provided in this Agreement; or (E) breach of or failure to observe any of the material terms or conditions of this Agreement. In the event that the event constituting "Cause" is a criminal offense which the Executive contests by appropriate pleas and proceedings, then at the Company's option the Executive may be suspended from his office (and his compensation shall continue to be paid to him during the period of such suspension). If the Executive is acquitted or the charges against him are withdrawn, then the Executive shall be restored to office. Upon any disposition of the Executive; 's case that is not an acquittal or withdrawal of charges, the Executive shall be deemed terminated for Cause as of the date of the crime, all compensation paid to him from the date of his suspension shall be forfeited and refunded by the Executive to the Company, provided, however, that (i) the Executive's implementation in good faith of decisions made by the Board of Directors or the Company shall not constitute "Cause," and (ii) any unauthorized use if an event constituting "Cause" under Sections (A) (with respect to gross neglect only), (D) or disclosure by (E) is curable, then the Executive shall have the opportunity to cure the same within 30 days after receipt of confidential information or trade secrets of written notice from the Company or any successor or affiliate thereof setting forth the conduct committed in reasonable detail and that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company intends to terminate the Executive for "Cause" if such the breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being timely cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. For purposes of this Agreement, ANLBC may terminate Executive’s employment hereunder for “Cause.” “Cause” means and only means any of the following: shall mean (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iiia) Executive’s fraud breach of or willful failure to observe any provision or term of this Agreement in any material respect, including, without limitation, any material breach of MLB Rules and Regulations or ANLBC’s or its parent company’s policies or standards of business conduct, provided that if such breach or performance issue is curable, Executive had received written notice and ten (10) business days to cure such breach or performance issue, and that Executive failed, in ANLBC’s sole and reasonable discretion, to cure such breach; (b) in ANLBC’s sole and reasonable discretion, Executive’s engaging in misconduct that causes is reasonably likely to cause material harm damage to the Companybusiness or reputation of ANLBC, any affiliate of ANLBC, or any personnel thereof; (ivc) Executive’s continuing failure engaging in any gross negligence, or gross misconduct in connection with the performance of his duties hereunder, which, in ANLBC’s sole and reasonable discretion and judgment, is, or is likely to perform Executive’s assigned material dutiesbe, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterinjurious to ANLBC, its financial condition, or its reputation; (vd) Executive’s engaging in improper or unethical business activity, in ANLBC’s sole and reasonable discretion, including, but not limited to, fraud, misappropriation, embezzlement, dishonesty, harassment or discrimination in violation of ANLBC policies, willful or negligent destruction of ANLBC property; (e) material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty statutory or common law duty of loyalty to ANLBC; or (30) days of written notice thereof from the Company that specifies such material breach; (vif) Executive’s material failure charge with, conviction of or plea of guilty or nolo contendere or no contest with respect to: (A) any felony or any misdemeanor involving fraud, dishonesty, moral turpitude, or a breach of trust (including pleading guilty or nolo contendere to comply a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days business of notice thereof from the Company that specifies such material failure; ANLBC, or (viiB) Executive’s failure to cooperate in good faith any crime connected with a governmental or internal investigation the business of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithANLBC.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” means and only means any of to terminate the following: Executive’s employment hereunder upon the Executive’s (i) willful and continued failure substantially to perform his material duties with Company (other than due to Disability), or the commission of any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in each case, after notice thereof from the Board to the Executive and (where possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in all respects, (ii) fraud, breach of fiduciary duty, dishonesty, misappropriation or other act that causes material damage to the Company’s property or business, (iii) repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of time would become a Disability, (iv) admission or conviction of, or plea of “guilty” or “no contest” nolo contendere to, a felony or any crime involving fraudulent conduct under that, in the laws reasonable judgment of the United States Board, adversely affects the Company’s reputation or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm ability to carry out the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesobligations of his employment, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and failure to reasonably cooperate with the Company if such breach is not cured by Executive within thirty (30) days of written in any internal investigation or administrative, regulatory or judicial proceeding, after notice thereof from the Company that specifies Board to the Executive and a reasonable opportunity for the Executive to cure such material breach; non-cooperation or, (vi) Executive’s material failure to comply with act or omission by in violation or disregard of the Company’s reasonable policies, including but not limited to the harassment and legal written discrimination policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days and Standards of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation Conduct of the Company then in effect, in such a manner as to cause significant loss, damage or its directorsinjury to the property, officers reputation or employeesemployees of the Company. In addition, if the Company has requested Executive’s cooperation. The foregoing definition employment shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto have terminated for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but act on the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause Executive’s part shall be determined considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board in its judgment and discretion, which or based upon the advice of counsel for the Company shall be exercised conclusively presumed to be done, or omitted to be done, in good faithfaith and in the best interests of the Company.

Cause. For purposes The occurrence of this Agreementone or more of the following: (a) The willful failure by the Executive to substantially perform his duties hereunder (other than a failure attributable to an event constituting Good Reason or resulting from the Executive’s incapacity because of death or disability), “Cause” means after notice from the Company or an Affiliate, and only means a failure to cure such violation within 20 days of said notice; (b) The willful engaging by the Executive in misconduct injurious to the Company or an Affiliate; (c) Dishonesty, insubordination or gross negligence of the Executive in the performance of the Executive’s duties; (d) The Executive’s breach of fiduciary duty involving personal profit; (e) Conduct on the part of the Executive which brings public discredit to the Company or an Affiliate and, if the effect may be cured, a failure to cure within 20 days of the date notice of such conduct is delivered to the Executive; (f) The Executive’s conviction of or plea of guilty or nolo contendere to a felony (including conviction of or plea of guilty or nolo contendere to a misdemeanor that was originally charged as a felony but was reduced to a misdemeanor as a result of a plea bargain), crime of falsehood or a crime involving moral turpitude, or the actual incarceration of the Executive for a period of 20 consecutive days or more; (g) The Executive’s theft or abuse of the Company’s or an Affiliate’s property or the property of the Company’s or an Affiliate’s customers, employees, contractors, vendors or business associates; (h) The direction or recommendation of a state or federal bank regulatory authority to remove the Executive from his position(s) with the Company or an Affiliate; (i) The Executive’s willful failure to follow the good faith lawful instructions of the Board (or the board of directors of an Affiliate) with regard to its operations, after written notice and, if the event may be cured, a failure to cure such violation within 20 days of the date said notice is delivered to the Executive; (j) Material breach of any contract or agreement that the Executive entered with the Company or an Affiliate, including breach of any of the following: (i) a conviction ofobligations described in Article 4 and, or plea of “guilty” or “no contest” toif the breach may be cured, a felony or any crime involving fraudulent conduct under the laws failure to cure such breach within 20 days of the United States or any State by date notice of such breach is delivered to the Executive; ; (iik) any unauthorized use or Unauthorized disclosure by Executive of confidential information or the trade secrets or Confidential Information of the Company or an Affiliate, or any successor of their trade partners or affiliate thereof vendors; and (l) Any intentional cooperation with any party attempting to effect a Change of Control unless (i) the Board has approved or ratified that causes material harm to such entity, but excluding any disclosure action before the Change of Control or (ii) that cooperation is required by subpoenalaw. However, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to Cause will not arise solely because the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesExecutive is absent from active employment during periods of vacation, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply consistent with the Company’s reasonable or an Affiliate’s applicable vacation policy or other period of absence initiated by the Executive and legal written policies or rules applicable to all executives if such failure is not cured approved by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directorssuch Affiliate. Also, officers if, after the Executive Terminates employment, the Company learns that the Executive has actively concealed conduct or employeesan event that, if discovered before employment Terminated, would have constituted “Cause,” the Company has requested Executive’s cooperation. The foregoing definition shall not may recover any and all amounts paid to the Executive (or to his or her Beneficiaries) under this Agreement in any way preclude or restrict the right excess of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithAccrued Obligations.

Cause. For purposes of this Agreement, “Cause” means and only means any shall include termination because of the following: (i) a conviction ofExecutive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or plea regulation which negatively impacts the Company or the Bank (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. For purposes of this Section, the term “guiltywillful” is defined to include any act or “no contest” to, a felony omission which demonstrates an intentional or any crime involving fraudulent conduct under reckless disregard for the laws of duties and responsibilities owed to the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets business of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required the Bank by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to . Notwithstanding the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedforegoing, Executive shall not be entitled deemed to have been terminated for Cause unless and until there shall have been delivered to him/her a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board of Directors at a meeting of the Board of Directors called and held for that purpose, finding that in the good faith opinion of the Board of Directors, Executive was guilty of conduct justifying termination for Cause and specifying the reasons thereof. The Executive shall not have the right to receive compensation or other benefits for any period after a Termination for Cause. Any stock options granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Company, or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to Section 12 hereof, and shall not be exercisable by Executive at any time subsequent to such cure period. Whether a termination is Termination for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithCause.

Cause. For purposes of Wherever reference is made in this AgreementAgreement to termination being with or without Cause, “Cause” means and only means any of the following: shall mean (i) a conviction ofExecutive refuses or fails to perform any of his duties and responsibilities as determined from time to time by the Board, or plea of “guilty” or “no contest” toincluding, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; without limitation (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iiia) Executive’s fraud persistent neglect of duty or willful misconduct that causes material harm chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification reasonable satisfaction of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within following thirty (30) days thereafter; days’ written notice from the Company of such alleged fault and (vb) Executive’s material breach refusal to comply with any lawful directive or policy of any written agreement between Executive and the Company if such breach Board which refusal is not cured by Executive within thirty (30) days of such written notice thereof from the Company; provided, however, that the Company that specifies such material breachshall not be required to give Executive a cure period with respect to this clause (i) on more than one occasion; (vi) Executive’s material failure to comply with as used in this Section 7.5, “Company” shall mean Holdings, the Company and each of the Company’s reasonable and legal written policies subsidiaries), (ii) Executive acts (including a failure to act) in a manner which constitutes willful misconduct, gross negligence, or rules applicable to all executives if such failure is not cured by Executive within thirty insubordination, (30iii) days of notice thereof from the Company that specifies such determines that, in the reasonable judgment of the Board, (x) Executive has committed an act of fraud, personal dishonesty or misappropriation relating to the Company or Holdings, has violated any material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation provision of any written policy of the Company or its directorsHoldings or (y) Executive has committed any other act causing material harm to the Company’s or Holding’s standing or reputation, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor act of dishonesty, embezzlement, unauthorized use or affiliate thereof to discharge disclosure of Confidential Information or dismiss other intellectual property or trade secrets, common law fraud or other fraud with respect thereto, (iv) a material breach by the Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, any other written agreement with the Company, any fiduciary duty to constitute grounds the Company, (v) Executive’s arrest, indictment for termination for Cause. It is understood and agreed thator conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude, where a cure period is specified aboveor (vi) the Executive’s habitual or repeated misuse of, but or habitual or repeated performance of the condition constituting Cause is legally incapable of being curedExecutive’s duties under the influence of, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithalcohol or controlled substances.

Cause. For purposes of this Agreement, “Cause” means and only means any of the following: will mean: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing and continued failure to perform Executive’s assigned material duties, the duties and responsibilities of his position after receiving there has been delivered to Executive a written notification of such failure demand for performance from the Board which describes the basis for the Board’s belief that specifies such failure Executive has not substantially performed his duties and such failure is Executive has not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive taken corrective action within thirty (30) days of such written notice thereof from demand; (ii) Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that specifies such action may result in the substantial personal enrichment of Executive; (iii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a material breach; detrimental effect on the Company’s reputation or business; (iv) A breach of any fiduciary duty owed to the Company by Executive that has a material detrimental effect on the Company’s reputation or business; (v) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Executive admits or denies liability); (vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s material failure to comply waive attorney-client privilege relating to communications with the CompanyExecutive’s reasonable and legal written policies or rules applicable to all executives if such failure is own attorney in connection with an Investigation will not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or constitute “Cause”; (vii) Executive’s failure to cooperate in good faith with a disqualification or bar by any governmental or internal investigation self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to constitute grounds for termination for Causecause the disqualification or bar to be lifted or the license replaced. It is understood and agreed thatWhile any disqualification, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedbar or loss continues during Executive’s employment, Executive shall will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive’s employment is not permissible, Executive will be entitled placed on leave (which will be paid to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithextent legally permissible).

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” means and only means any of the followingshall mean: (i) a any act of material insubordination on the part of the Executive; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of “guilty” guilty or “no contest” nolo contendere to, the Executive with respect to a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive(other than a traffic violation); (iiiv) the commission (or attempted commission) of any unauthorized use act of fraud or disclosure dishonesty by the Executive of confidential information which is materially detrimental to the business or trade secrets reputation of the Company or any successor of its divisions, subsidiaries or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order affiliates; or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach Executive engages in an act or series of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days acts constituting misconduct resulting in a misstatement of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable financial statements due to all executives if such failure is not cured by Executive material non-compliance with any financial reporting requirement within thirty (30) days the meaning of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation Section 304 of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationThe Sarbanes Oxley Act of 2002. The foregoing definition shall not in any way preclude or restrict the right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Company’s learning of such other act or acts or omissions failure or failures to act. Executive shall not be deemed or construed, for purposes of this Agreementhave 20 days after the date that such written notice has been given to him in which to cure such conduct, to constitute grounds for termination the extent such cure is possible. If he fails to cure such conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within 25 days of such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. It is understood and agreed thatIf, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedwithin five days following such hearing, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined furnished written notice by the Board confirming that, in its judgment and discretionjudgment, which grounds for Cause on the basis of the original notice exist, he shall thereupon be exercised in good faithterminated for Cause.

Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this AgreementAgreement (except as set forth below), “Cause” means and only means any of shall mean that the following: Board, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) a conviction of, engaged in or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executivecommitted willful misconduct; (ii) any unauthorized use engaged in or disclosure by Executive committed theft, fraud or other conduct constituting a felony (other than traffic related offenses or as a result of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawvicarious liability); (iii) Executive’s fraud refused or willful misconduct demonstrated an unwillingness to substantially perform his duties for a 30-day period after written demand for substantial performance that causes material harm refers to this Section 3(d) and is delivered by the CompanyCompany that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties for the Company or Apria Healthcare; (iv) Executive’s continuing failure refused or demonstrated an unwillingness to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to reasonably cooperate in good faith with a governmental any Company, Apria Healthcare or internal government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company or its directors, officers Apria Healthcare; (vi) willfully violated his fiduciary duty or employees, if his duty of loyalty to the Company has requested Executiveor Apria Healthcare or the Company’s cooperation. The foregoing definition shall not Code of Ethical Business Conduct in any way preclude material respect; (vii) used alcohol or restrict drugs (other than drugs prescribed to the right Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company or any successor Apria Healthcare; or affiliate thereof to discharge (viii) engaged in or dismiss Executive for committed any other acts material breach of this Agreement or omissions, but such other acts or omissions shall not be deemed or construed, the Letter Agreement for a 30-day period after written notification is delivered by the Company that specifically refers to this Section 3(d) and identifies the manner in which the Company believes the Executive has materially breached this Agreement. For purposes of the above clauses (i), (v) and (vi) of this AgreementSection 3(d), no act, or failure to constitute grounds for termination for Cause. It is understood and agreed thatact, where a cure period is specified above, but on the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause Executive’s part shall be determined considered willful unless done or omitted to be done, by the Board in its judgment and discretion, which shall be exercised him not in good faithfaith or without reasonable belief that his action or omission was in the best interest of the Company.

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” means and only means any of the followingshall mean: (i) a any act of material insubordination on the part of the Executive; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of “guilty” guilty or “no contest” nolo contendere to, the Executive with respect to a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive(other than a traffic violation); (iiiv) the commission (or attempted commission) of any unauthorized use act of fraud or disclosure dishonesty by the Executive of confidential information which is materially detrimental to the business or trade secrets reputation of the Company or any successor of its divisions, subsidiaries or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafteraffiliates; (v) Executivethe engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material breach non-compliance with any financial reporting requirement within the meaning of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days Section 304 of written notice thereof from the Company that specifies such material breachThe Sarbanes Oxley Act of 2002; (vi) the Executive’s material failure to comply with breach of any of the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days covenants set forth in Article IV of notice thereof from the Company that specifies such material failurethis Agreement; or (vii) the Executive’s failure refusal to cooperate in good faith with a governmental or internal investigation follow reasonable and lawful directives of the Company Board of Directors or its directors, officers or employees, if the Company has requested Executive’s cooperationChief Executive Officer without a valid reason for such refusal. The foregoing definition shall not in any way preclude or restrict the right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Company's learning of such other act or acts or omissions failure or failures to act. Executive shall not be deemed or construed, for purposes of this Agreementhave 20 days after the date that such written notice has been given to him in which to cure such conduct, to constitute grounds for termination the extent such cure is possible. If he fails to cure such conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within 25 days of such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. It is understood and agreed thatIf, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedwithin five days following such hearing, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined furnished written notice by the Board confirming that, in its judgment and discretionjudgment, which grounds for Cause on the basis of the original notice exist, he shall thereupon be exercised in good faithterminated for Cause.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term “Cause” means and only means any of the followingshall mean: (i) a conviction ofmaterial breach by the Executive of this Agreement; (ii) other than as a result of physical or mental illness or injury, continued failure of the Executive to perform substantially the Executive’s duties hereunder; (iii) gross negligence by the Executive, or plea willful misconduct by the Executive (including willful violation of “guilty” written rules, regulations, procedures or “no contest” instructions relating to the conduct of employees of the Company generally), which in either case causes (or should reasonably be expected to cause) material harm to the Company or the Parent (including indirectly through their subsidiaries); (iv) material failure by the Executive to use his best reasonable efforts to follow lawful instructions of the Board or the Executive’s direct supervisor; or (v) the Executive is indicted for, or pleads nolo contendere to, a felony involving moral turpitude or any other serious crime involving fraudulent conduct under moral turpitude. In the laws case of the United States or any State by Executive; clauses (i), (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity), but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; and (iv) Executive’s continuing failure above, the Company shall provide notice to perform Executive’s assigned material dutiesthe Executive indicating in reasonable detail the events or circumstances that it believes constitute Cause hereunder, after receiving written notification of such failure from and provide the Board that specifies such failure and such failure is not materially cured by Executive within with thirty (30) days thereafter; (v) after delivery of such notice to cure such purported Cause before termination of the Executive’s material breach employment hereunder for Cause. For avoidance of any written agreement between doubt, placing the Executive and on paid leave for up to 60 days during which the Company if such breach is not cured by continues to provide the Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable Base Salary and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes compensation and benefits required under Section 2 of this Agreement, pending the Board’s determination of whether there is a basis to constitute grounds for termination terminate the Executive for Cause. It is , will not by itself constitute a termination of the Executive’s employment hereunder or provide the Executive with Good Reason to resign his employment until after such 60 day period has elapsed without reinstatement or delivery of a Notice of Termination by the Company (it being understood and agreed that, where a that such 60 day leave period shall be deemed to coincide with the 60 day Company cure period set forth in Section 3(e) of this Agreement). If, subsequent to the Executive’s termination of employment hereunder for other than Cause, or subsequent to the Company providing notice of non-renewal subject to Section 3(a), it is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined in good faith by the Board in its judgment and discretionthat the Executive’s employment could have been terminated for Cause pursuant to clause (v) of this Section 3(c), which shall the Executive’s employment shall, at the election of the Board, be exercised in good faithdeemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” means and only means any of to terminate the following: Executive’s employment hereunder upon the Executive’s (i) willful and continued failure substantially to perform his material duties with Company (other than due to Disability), or the commission of any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in each case, after notice thereof from the Board to the Executive and (where possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in all respects, (ii) fraud, breach of fiduciary duty, dishonesty, misappropriation or other act that causes material damage to the Company’s property or business, (iii) repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of time would become a Disability, (iv) admission or conviction of, or plea of “guilty” or “no contest” nolo contendere to, a felony or any crime involving fraudulent conduct under that, in the laws reasonable judgment of the United States Board, adversely affects the Company’s reputation or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm ability to carry out the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesobligations of his employment, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and failure to reasonably cooperate with the Company if such breach is not cured by Executive within thirty (30) days of written in any internal investigation or administrative, regulatory or judicial proceeding, after notice thereof from the Company that specifies Board to the Executive and a reasonable opportunity for the Executive to cure such material breach; non-cooperation or, (vi) Executive’s material failure to comply with act or omission in violation or disregard of the Company’s reasonable policies, including but not limited to the harassment and legal written discrimination policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days and Standards of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation Conduct of the Company then in effect, in such a manner as to cause significant loss, damage or its directorsinjury to the property, officers reputation or employeesemployees of the Company. In addition, if the Company has requested Executive’s cooperation. The foregoing definition employment shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto have terminated for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but act on the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause Executive’s part shall be determined considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board in its judgment and discretion, which or based upon the advice of counsel for the Company shall be exercised conclusively presumed to be done, or omitted to be done, in good faithfaith and in the best interests of the Company.

Cause. For purposes of this Agreement, The Company may terminate Executive’s employment for “Cause” means and only means any ”, effective as of the followingdate of the Notice of Termination (as defined in Section 6 below), subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company which disclosure results in material damage to the Company, or a breach of one or more of the following duties to the Company which continues after written notice thereof and a reasonable opportunity to cure: (i1) the duty not to take actions which would reasonably be viewed by the Company as placing Executive’s interest in a conviction ofposition adverse to the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of “guilty” or “no contest” to, nolo contendere) for the commission of (1) a felony or any (2) a crime involving fraudulent conduct under the laws fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the United States Company, which misconduct or any State violation results in material damage to the Company or its reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive; ), including, but not limited to (ii1) any unauthorized use or disclosure intentional violations by Executive of confidential information or trade secrets written policies of the Company or any successor specific directions of the Board or affiliate thereof that causes material harm Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) nor do they require Executive to such entityviolate reasonable business ethical standards, but excluding any disclosure required by subpoenaor (2) intentional violations of the Company’s code of corporate conduct; or (D) failed, court order after written notice from the Company to render services to the Company in accordance with this Agreement or applicable law; (iii) Executive’s fraud or willful misconduct position and responsibilities with the Company in a manner that causes material harm amounts to gross neglect in the performance of his duties to the Company; (iv) . The Company may suspend Executive, without pay, upon Executive’s continuing failure to perform Executive’s assigned material dutiesindictment for the commission of (1) a felony or (2) a crime involving fraud, after receiving written notification dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of such failure from the Board that specifies such failure and such failure is not materially cured by guilty has been entered, at which time Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply shall be reinstated with the Company’s reasonable and legal written policies or rules applicable to all executives if . Upon such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedreinstatement, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined payment by the Board in its judgment and discretion, Company of all Base Salary to which shall be exercised in good faithExecutive would have otherwise been entitled to during the period of such suspension.

Cause. For purposes of this Agreement, “Cause” means and only means any of shall mean the following: Executive’s (i) commission of a conviction of, or plea of “guilty” or “no contest” tofelony, a felony crime of moral turpitude or any crime involving fraudulent conduct under the laws of the United States or any State by Executivecommitted against MFA, other than traffic violations; (ii) any unauthorized use engagement in willful misconduct, willful or disclosure by Executive gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawhis duties under this Agreement; (iii) Executive’s fraud or willful misconduct that causes material harm failure to adhere to the Companylawful directions of the Board of Directors or the CEO that are reasonably consistent with his duties and position provided for herein; (iv) Executive’s continuing failure to perform Executive’s assigned breach in any material duties, after receiving written notification respect of such failure from any of the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterprovisions of Section 7 of this Agreement; (v) Executivematerial violation of the Company’s Code of Conduct or any other material breach written policy of any written agreement between Executive the Company, including without limitation, the Company’s nondiscrimination and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breachharassment policy; or (vi) Executive’s breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to comply with the Company’s reasonable act that is alleged to constitute Cause (a “Default”), and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) curable, an opportunity for 20 business days of notice thereof from the Company that specifies date of such material failure; or (vii) Executive’s failure notice in which to cooperate cure such Default, such period to be subject to extension in good faith with a governmental or internal investigation the discretion of the Company or its directorsCEO and (ii) regardless of whether the Executive is able to cure any Default, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto have been terminated for Cause without (A) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (B) an opportunity for purposes of this Agreementthe Executive, together with his counsel, to constitute grounds for termination for Causebe heard by the CEO and (C) delivery to the Executive of a Notice of Termination approved by the CEO, stating his good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO, as the case may be, has been exercised, so long as such appearance is within two weeks of the date of suspension. It For avoidance of doubt and notwithstanding the Executive’s cure rights, if any, if MFA reasonably determines that it is understood and agreed thatnecessary to place the Executive on administrative leave, where a or to relieve the Executive of some or all of the Executive’s duties so that MFA may investigate any potential wrongdoing or misconduct, or pending resolution of any act, event or omission giving rise to Cause during any applicable cure period is specified aboveperiod, but the condition constituting Cause is legally incapable of being cured, Executive MFA’s doing so shall not be entitled deemed to such cure period. Whether be either a breach by MFA of any provision of this Agreement or a termination is by MFA of the Executive’s employment without Cause nor shall such action constitute a basis for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithExecutive to terminate the Executive’s employment for Good Reason.

Cause. For The Company may terminate Executive's employment for "Cause," effective as of the date of the Notice of Termination (as defined in Section 6 below) and as evidenced by a resolution adopted in good faith by a majority of the independent members of the Board, subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. "Cause" shall mean, for purposes of this Agreement, “Cause” means and only means any of the followingagreement: (iA) a conviction of, an act of fraud or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of embezzlement against the Company or any successor or affiliate thereof that causes or an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, in each case which is willful and results in material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm damage to the Company; (ivB) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), any material, willful and knowing violation by Executive of any of his fiduciary duties to the Company or of the Company's written corporate code of conduct as in effect on the date hereof, which has, or was intended to have, a material adverse impact on the Company; (C) self-dealing with respect to the Company's assets, properties or business opportunities which in any case is intended to result in the substantial personal enrichment of Executive (or another person or entity related to Executive) at the expense of the Company; (D) conviction (or a plea of nolo contendere to) a felony (other than traffic-related offenses or as a result of vicarious liability); (E) willful misconduct as an employee of the Company that specifies such results in material breach; (vi) Executive’s material failure damage to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directorsreputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive); or (F) willful failure, officers or employees, if after written notice from the Company has requested specifying the details of such failure, to attempt to (x) perform Executive’s cooperation's duties in accordance with Section 2 hereof, or (y) follow the legal and reasonable written directions of the Board, which failure amounts to gross neglect in the performance of his duties to the Company. No action or inaction shall be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not being adverse to the best interests of the Company. Reference in this paragraph to the Company shall also include direct and indirect subsidiaries of the Company, and materiality and material adverse impact shall be measured based on the action or inaction and the impact upon the Company taken as a whole. The foregoing definition shall Company may suspend, with pay, the Executive upon Executive's indictment for the commission of a felony as described under clause (D) above. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithguilty has been entered.

Cause. For purposes of Wherever reference is made in this AgreementAgreement to termination being with or without Cause, “Cause” means and only means any of the followingshall mean: (i) a conviction of, the Executive repeatedly refuses or plea of “guilty” or “no contest” to, a felony or fails to perform any crime involving fraudulent conduct under the laws of the United States Executive’s duties and responsibilities as determined from time to time by the Company, including, without limitation: (a) the Executive’s persistent neglect of duty or any State by Executive; chronic unapproved absenteeism (iiother than for a temporary or permanent disability) any unauthorized use or disclosure by Executive of confidential information or trade secrets which remains uncured to the reasonable satisfaction of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within following thirty (30) days thereafterdays’ written notice from the Company of such alleged fault; and (vb) the Executive’s material breach refusal to comply with any lawful directive or policy of any written agreement between Executive and the Company if such breach which refusal is not cured by the Executive within thirty (30) days of such written notice thereof from the Company; provided, that the Company that specifies such shall not be required to give the Executive more than two cure periods with respect to this clause (i); (ii) the Executive acts (including a failure to act) in a manner which constitutes gross and willful misconduct or gross negligence in the performance of the Executive’s duties; (iii) the Executive commits a material breachact of fraud, personal dishonesty or misappropriation relating to the Company or its affiliates; (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto; (v) a breach by the Executive of a material provision of this Agreement or any other written agreement with the Company; (vi) the Executive’s indictment for or conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material failure to comply with the Company’s reasonable and legal written policies dishonesty or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failuremoral turpitude; or (vii) the Executive’s failure to cooperate in good faith with a governmental habitual or internal investigation repeated misuse of, or habitual or repeated performance of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude duties under the influence of, alcohol or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithcontrolled substances.

Cause. For purposes of this Agreement, “Cause” means and only means any shall mean that one or more of the followingfollowing has occurred: (i) a conviction of, or plea the Executive is convicted of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under pleads guilty or nolo contendere to a felony (whether or not with respect to the laws of the United States Company or any State by Executiveof its affiliates); (ii) a failure of the Executive to substantially perform his responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by any unauthorized use member of the Board 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 Executive to carry out or disclosure comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by or on behalf of the 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 confidential information fiduciary duty (if any), any act of material dishonesty or trade secrets of other misconduct, in each case in this clause (iv), against the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterits affiliates; (v) a 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 material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days receipt of written notice thereof from given by or on behalf of the Company that specifies identifying the violation or breach in reasonable detail and granting the Executive an opportunity to cure such material breachviolation or breach within such 10 day period; (vi) the Executive fails to meet any material obligation the Executive may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Executive’s material receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Executive an opportunity to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if cure such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure10 day period; or (vii) the Executive’s failure to cooperate in good faith with maintain any required applicable license, permit or card required by the federal or state authorities or a governmental political subdivision or internal investigation agency thereof (or the suspension, revocation or denial of such license, permit or card); or (viii) the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in breach of any way preclude non-compete, non-solicit, confidentiality or restrict other restrictive covenant to which the right of the Company Executive may be subject, pursuant to an employment agreement or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithotherwise.

Cause. For purposes of this Agreement, “Cause” means and only means any of the followingmeans: (i) a any material breach by Executive of any written agreement between Executive and the Company, including but not limited to this Agreement, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (ii) any material failure by Executive to comply with the Company’s written policies or rules as they may be in effect from time to time, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (iii) neglect or material unsatisfactory performance of Executive’s duties, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (iv) Executive’s failure to follow reasonable and lawful instructions from the Board or Executive’s Supervisor; (v) Executive’s indictment for, conviction of, or plea of “guilty” guilty or “no contest” nolo contendere to, a felony any felony, or any crime involving fraudulent conduct under that has, or could reasonably be expected to have, a material adverse effect on the laws business or reputation of the United States or any State by ExecutiveCompany; (iivi) any Executive’s commission of or participation in an act of fraud against the Company; (vii) Executive’s commission of or participation in an act that results in material damage to the Company’s business, property or reputation; (viii) Executive’s unauthorized use or disclosure by Executive of confidential any proprietary information or trade secrets of the Company or any successor or affiliate thereof that causes material harm other party to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to whom Executive owes an obligation of nondisclosure as a result of his relationship with the Company; (ivix) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured termination by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies Security Director or rules applicable to all executives if a member of the Company’s Board who is serving in such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failurerole; or (viix) Executive’s failure to cooperate provide satisfactory documentation establishing Executive’s identity and eligibility to work in good faith with a governmental or internal investigation the United States within three (3) business days of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationEffective Date. The foregoing definition shall not in For any way preclude or restrict the right of the Company or any successor or affiliate thereof circumstances that may constitute Cause for which Executive is entitled to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of an opportunity to cure pursuant to this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedparagraph, Executive shall not only be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithone (1) opportunity to cure; further instances will not require additional opportunities to cure.

Cause. For purposes of this Agreement, “The term "Cause” means and only means any " shall mean termination of the following: Executive's employment because of the Executive's (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executivepersonal dishonesty; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawincompetence; (iii) Executive’s fraud or willful misconduct that causes material harm to the Companymisconduct; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification breach of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterfiduciary duty involving personal profit; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breachintentional failure to perform stated duties; (vi) Executive’s material failure to comply with the Company’s reasonable willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failuredesist order; or (vii) Executive’s material breach of any material provision of this Agreement. In determining material incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. For purposes of this subsection, no act, or failure to cooperate act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith with a governmental and without reasonable belief that the action or internal investigation omission was in the best interests of the Company or its directorsaffiliates. Executive shall be entitled to thirty (30) days' prior written notice (the "Notice of Termination") of the Bank's intention to terminate Executive's employment for Cause, officers and such Notice of Termination shall specify the grounds for such termination, afford the Executive a reasonable opportunity to cure any conduct or employeesact (if curable) alleged as grounds for such termination; provide the Executive with a reasonable opportunity to present to the Board of Directors of the Company, if together with counsel, the Company has requested Executive’s cooperation's position regarding any dispute relating to the existence of such Cause. Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. The foregoing definition Executive shall not in any way preclude or restrict have the right to receive compensation or other benefits for any period after termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Bank, the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissionssubsidiary thereof, but such other acts or omissions shall not be deemed or construed, for purposes become null and void effective upon Executive's Date of this Agreement, to constitute grounds for termination Termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. Company may, at its option, terminate Executive's employment for "CAUSE" as set forth in a Notice of Termination to Executive specifying the reasons for termination. The Notice of Termination shall specify the Date of Termination, which date may be the date of such Notice of Termination. For purposes of this Agreement, “"Cause” means and only means any of the following: " shall mean (i) a Executive's conviction of, guilty or no contest plea of “guilty” or “no contest” to, a or confession of guilt of, any felony or any other crime involving fraudulent conduct under the laws of the United States or any State by Executivemoral turpitude; (ii) any unauthorized use an act or disclosure omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of confidential information fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or trade secrets of the Company other conduct that is materially harmful or any successor or affiliate thereof that causes material harm detrimental to such entity, but excluding any disclosure required by subpoena, court order or applicable lawCompany; (iii) excessive use of alcohol or illegal drugs so as to interfere with the performance of Executive’s fraud or willful misconduct that causes material harm to the Company's obligations under this Agreement; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured a breach by Executive of this Agreement which breach or failure the Executive shall fail to remedy within thirty (30) days thereafterafter written demand from the Company specifying in reasonable detail such breach or failure; (v) Executive’s material breach of any written agreement between a continuing failure by Executive and to perform such duties as are assigned to Executive by the CEO or the Board in accordance with this Agreement, other than a failure resulting from a Disability, after receipt from the Company if of written notice of such breach continuing failure and, to the extent such failure is not cured by Executive within curable, a thirty (30) days of written notice thereof from the Company that specifies day period to cure such material breachfailure; (vi) Executive’s material failure 's knowingly taking any action on behalf of Company or any of its affiliates without appropriate authority to comply with take such action (the Company’s reasonable and legal approval of the CEO shall be deemed to be appropriate authority), after receipt from the Company of written policies or rules applicable notice of such action and, to all executives if the extent the damage resulting from such failure action is not cured by Executive within curable, a thirty (30) days of notice thereof from the Company that specifies day period to cure such material failuredamage; or (vii) Executive’s failure to cooperate 's knowingly taking any action in good faith conflict of interest with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor of its affiliates given Executive's position with Company; and/or (viii) the commission of an act of personal dishonesty by Executive in connection with Company that involves personal profit to him or affiliate thereof his family members. Amounts payable to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for upon termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board are set forth in its judgment and discretion, which shall be exercised in good faithSection 3.3.1 below.

Cause. The Company may terminate Executive’s employment and all of Executive’s rights to receive Base Salary and any other benefits hereunder for Cause. For purposes of this Agreement, the term “Cause” means and only means shall be defined as any of the following: ; provided, however, that the Company must determine the presence of such Cause in good faith: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State Willful misconduct by Executive; , including, without limitation (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (vA) Executive’s material breach of any written agreement between Executive duties and the Company if such breach is not cured by Executive within thirty responsibilities under this Agreement (30) days other than as a result of written notice thereof from the Company that specifies such material breach; incapacity due to Executive’s disability), (viB) Executive’s commission of a material act of fraud upon the Company, or (C) Executive’s immoderate use of alcoholic beverages or narcotics or other substance abuse. For purposes of this Section 5(c), no act or failure to comply with act on the part of Executive shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interest of the Company; (ii) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for a felony or any crime which adversely affects the Company and/or its reputation in the community or which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved; or (iii) Executive’s willful violation of any duty of loyalty to the Company or a material breach of Executive’s fiduciary duties to the Company. Notwithstanding anything to the contrary in the foregoing, no termination or other action shall be considered to be for Cause under this Agreement unless (y) the Executive first shall have received at least 15 days written notice (the “Company Notice”) setting forth the reasons for the Company’s reasonable intention to terminate or take other action; and legal written policies (z) the Executive shall have failed to cure or rules applicable to all executives if such failure is not cured by Executive remedy the event constituting the Cause within thirty (30) 30 days of notice thereof from after the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation receipt of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithNotice.

Cause. The Company or Pacer may, at any time, and in its sole discretion, terminate the employment of the Executive hereunder for Cause, effective as of the date (the "Termination Date") of written notice (the "Termination Notice") to the Executive specifying the nature of such Cause (or, if the termination is pursuant to Section 7(a)(i), the Termination Date shall be the last day of the applicable cure period if Executive has not cured the action or actions set forth in the Termination Notice). For purposes of this Agreement, “"Cause” means and only means any of " shall mean if the following: Executive (i) a conviction of, fails or plea of “guilty” or “no contest” to, a felony or refuses to act in any crime involving fraudulent conduct under material respect in accordance with the laws reasonable directions of the United States Board of Directors or any State by ExecutiveChief Executive Officer of Pacer or the Company in a manner that would constitute an act of insubordination or is in continuing, willful, material breach of this Agreement; provided, however, that in such case the Company or Pacer shall give Executive a Termination Notice specifying the directions the Executive failed to follow or the material breach of this Agreement, and the Executive shall have a reasonable period of time after the date of the notice to cure such action; (ii) has been convicted of a felony; or (iii) has committed any unauthorized use act of fraud, misappropriation of funds or disclosure by embezzlement in connection with his employment. During the cure period referred to in subsection (i), the Board of Directors of Pacer or the Company may cause the Company and Pacer to suspend the employment of the Executive of confidential information or trade secrets of hereunder if the Executive's continued presence at the Company or any successor or affiliate thereof that causes material harm Pacer is deemed to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and have a potential negative affect on the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate Pacer as determined in good faith with a governmental by the Board of Directors of Pacer or internal investigation the Company in its sole determination. If the Executive has not cured such action within the specified cure period, the employment of the Company or its directors, officers or employees, if Executive shall be terminated by the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It If the employment of the Executive hereunder is understood terminated pursuant to this Section 7(a), the Company and agreed thatPacer shall have no further obligations to the Executive hereunder after the Termination Date other than the payment of accrued Base Salary, where a cure period is specified abovevacation and bonuses granted but unpaid under Sections 4 and 5(a)(i) hereof through the Termination Date, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined or except as otherwise provided by the Board in its judgment and discretion, which shall be exercised in good faithlaw.

Cause. For purposes of this Agreement, the term “Cause” means and only means any of the followingmeans: (i) a conviction of, or plea of the Executive’s “guiltyDisability” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive(as hereinafter defined); (ii) any unauthorized use an action or disclosure failure to act by the Executive of confidential information constituting fraud, misappropriation or trade secrets damage to the property or business of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawCorporation; (iii) Executive’s fraud conduct by Executive that amounts to fraud, personal dishonesty or willful misconduct that causes material harm to the Companybreach of fiduciary duty; (iv) Executive’s continuing failure to perform conviction (from which no appeal may be, or is, timely taken) of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (v) the Executive’s assigned material dutiesbreach of any of his obligations hereunder; (vi) the unauthorized use, after receiving written notification misappropriation or disclosure by the Executive of such failure from any Confidential Information (as hereinafter defined) of the Board that specifies such failure Corporation or of any confidential information of any other party to whom the Executive owes an obligation of nondisclosure as a result of his relationship with the Corporation; (vii) the willful violation of any final cease and such failure is not materially cured desist or consent order; (viii) a knowing violation by Executive of federal and state banking laws or regulations which is likely to have a material adverse effect on the Corporation, as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that Executive’s job performance is substantially unsatisfactory and that he has failed to cure such performance within a reasonable period (but in no event more than thirty (30) days thereafterdays) after written notice specifying in reasonable detail the nature of the unsatisfactory performance; (vx) Executive’s material breach of any of the Corporation’s written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failurepolicies; or (viixi) the issuance of any order by the Maryland Commissioner of Financial Regulation, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, or any other supervisory agency with jurisdiction over the Corporation permanently prohibiting the continued service of the Executive with the Corporation. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Corporation. Any act or failure to cooperate act that is based upon authority given pursuant to a resolution duly adopted by the Board, or upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith with a governmental or internal investigation and in the best interest of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithCorporation.

Cause. “Cause” for termination shall mean a determination by the Board of Directors in good faith that any of the following events has occurred: (i) indictment of the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to any felony, or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the REIT, DiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of DiamondRock Group property for personal purposes; (iii) the Executive’s willful failure or gross negligence in the performance of the Executive’s assigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive’s receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors or the Chief Executive Officer; (iv) any act or omission of the Executive that has a demonstrated and material adverse impact on the DiamondRock Group’s reputation for honesty and fair dealing or any other conduct of the Executive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this AgreementSection 2(b), “Cause” means and only means any of the following: (i) a conviction ofact, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesact, after receiving written notification of such failure from based upon authority given pursuant to a resolution duly adopted by the Board that specifies such failure and such failure is not materially cured of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation and in the best interests of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationDiamondRock Group. The foregoing definition shall not in any way preclude or restrict the right cessation of employment of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of the Board of Directors, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed finding that, where in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, that if the Executive is a cure period is specified abovemember of the Board of Directors, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to vote on such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithresolution.

Cause. For purposes of this Agreement, The Company may terminate Executive’s employment for “Cause” means and only means any ”, effective as of the followingdate of the Notice of Termination (as defined in Section 6 below), subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, a knowing and willful unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company which disclosure results in material damage to the Company, or a breach of one or more of the following duties to the Company which continues after written notice thereof specifying the particular events or conditions which constitute the alleged breach and the specific cure requested by the Company and a reasonable opportunity to cure: (i1) the duty not to take actions which would reasonably be viewed by the Company as placing Executive’s interest in a conviction ofposition adverse to the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of “guilty” or “no contest” to, nolo contendere) for the commission of (1) a felony or any (2) a crime involving fraudulent conduct under the laws fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the United States Company, which misconduct or any State violation results in material damage to the Company or its reputation and continues after written notice thereof specifying the particular events or conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive; ), including, but not limited to (ii1) any unauthorized use or disclosure intentional violations by Executive of confidential information or trade secrets written policies of the Company or any successor specific directions of the Board or affiliate thereof that causes material harm Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) and do not require Executive to such entityviolate reasonable business ethical standards, but excluding any disclosure required by subpoenaor (2) intentional violations of the Company’s code of corporate conduct; or (D) failed, court order after written notice from the Company to render services to the Company in accordance with this Agreement or applicable law; (iii) Executive’s fraud or willful misconduct position and responsibilities with the Company in a manner that causes material harm amounts to gross neglect in the performance of his duties to the Company; (iv) . The Company may suspend Executive, without pay, upon Executive’s continuing failure to perform Executive’s assigned material dutiesindictment for the commission of (1) a felony or (2) a crime involving fraud, after receiving written notification dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of such failure from the Board that specifies such failure and such failure is not materially cured by guilty has been entered, at which time Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply shall be reinstated with the Company’s reasonable and legal written policies or rules applicable to all executives if . Upon such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedreinstatement, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined payment by the Board in its judgment and discretion, Company of all Base Salary to which shall be exercised in good faithExecutive would have otherwise been entitled to during the period of such suspension.

Cause. For purposes The Company shall have the right to terminate the employment of Executive under this Agreement, “Cause” means as well as any and all compensation to which Executive would otherwise be entitled hereunder ( except for compensation to which Executive is entitled through the date of such termination and any benefits referred to in Section 5 hereof in which Executive has a vested right under the terms and conditions pursuant to which such benefits were granted), only in the manner set forth in this Section 6 if, and only means if, Executive shall have committed any of the following: following acts (any such act being hereinafter referred to as an " Act of Cause"): (i) Executive, other than as a conviction ofresult of circumstances described in Sections 6(a), 6(b) or plea 6(d) hereof, shall have repeatedly failed to perform his material duties hereunder (other than by reason of “guilty” disability) or “no contest” to, a felony or shall have willfully breached in any crime involving fraudulent conduct under the laws of the United States or any State by Executivematerial respect his other obligations as set forth herein; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of provided. however. the Company or any successor or affiliate thereof that causes material harm to such entityshall first have notified Executive in writing, but excluding any disclosure required by subpoenaand in reasonable detail, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm as to the Company; (iv) Executive’s continuing failure manner in which Executive has so failed to perform his duties or breached his other obligations hereunder and Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; , shall have failed to cure such failure or breach within 60 days. (vii) Executive’s Executive shall have committed gross negligence in the performance of his duties or obligations hereunder which shall have resulted in a material breach loss to the Company; (iii) Executive shall have been convicted of any written agreement between felony or have committed any material act of proven dishonesty against the Company; (iv) Executive and shall have breached Sections 10 or 11 hereof in any material respect. In the event the Company if elects to terminate Executive's employment hereunder as set forth above, the Company shall give written notice to such breach is effect to Executive, which notice shall describe in reasonable detail the actions of Executive constituting the Act of Cause, and Executive's employment under this Agreement shall thereupon terminate as of a date to be specified in such notice, which date shall not cured by Executive within thirty be less than fifteen (30) days after the delivery of written notice thereof from such notice. In no event shall the Company that specifies such material breach; (vi) Executive’s material termination be caused by failure or discrepancies due to comply with compliance issues contained within the Company’s reasonable Sarbanes-Oxley Act and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined certification required by the Board in its judgment and discretion, which shall be exercised in good faithExecuti▇▇.

Cause. For purposes By the Company, for Cause, but only upon a vote of this Agreement, a majority of the entire Board (or such other vote required pursuant to the By-Laws) at a meeting duly called and held at which Executive shall have the right to be present and be heard. The term “Cause” means and only means any of the following: (i) a any act of fraud or embezzlement in respect of the Company or its funds, properties or assets; (ii) conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct relating to the Executive’s actions as an executive of the Company under the laws of the United States or any State by Executive; state thereof (iiprovided that all rights of appeal have been exercised or have lapsed) any unauthorized use or disclosure by Executive of confidential information or trade secrets unless such acts were committed in the reasonable, good faith belief that his actions were in the best interests of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable and its stockholders and would not violate criminal law; (iii) Executive’s fraud or willful misconduct or gross negligence by the Executive in connection with the performance of his duties that causes material has caused or is highly likely to cause severe harm to the Company; or (iv) Executive’s continuing failure to perform Executive’s assigned intentional dishonesty by the Executive in the performance of his duties hereunder which has a material dutiesadverse effect on the Company. In the case of any termination for Cause, after receiving written notification the Company shall provide the Executive with a Notice of such failure from Termination (as defined in Section 8) giving the Board that specifies such failure and such failure is not materially cured by Executive within at least thirty (30) days thereafter; written notice of its intent to terminate this Agreement and his employment. The Notice of Termination shall specify (vx) the effective date of his termination and (y) the particular acts or circumstances that constitute Cause for such termination. The Executive shall be given the opportunity within fifteen (15) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause. Within fifteen (15) days after any such explanation or cure, the Company will make its final determination regarding whether Cause exists and deliver such determination to the Executive in writing. If the final decision is that Cause exists and no cure has occurred, the Executive’s material breach of any written agreement between Executive and employment with the Company if such breach shall be terminated for Cause as of the Date of Termination (as defined in Section 8) specified in the Notice of Termination. If the final decision is that Cause does not cured by Executive within thirty (30) days of written notice thereof from exist or a cure has occurred, the Executive’s employment with the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is terminated for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithat that time.

Cause. The Company shall be entitled to terminate the Executive’s employment for “Cause.” For purposes of this Agreement, “Cause” means and only means any of shall mean that the following: Executive (i) a conviction of, or plea of pleads “guilty” or “no contest” to, to or is convicted of an act which is defined as a felony under federal or any crime involving fraudulent conduct under the laws of the United States state law or any State by Executive; (ii) any unauthorized use engages in willful misconduct that could reasonably be expected to harm the Company’s business or disclosure its reputation. For this purpose, an act or failure to act shall be considered “willful misconduct” only if done, or omitted to be done, by the Executive in bad faith and without a reasonable belief that such act or failure to act was in the best interests of confidential information the 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 trade secrets 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 Preliminary Notice of Cause shall be deemed to constitute a Notice of Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is 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 a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Secretary or another appropriate officer of the Company or any successor or affiliate thereof which shall state that causes material harm to such entity, but excluding any disclosure required resolution was duly adopted by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification affirmative vote of such failure from a majority of the members of the Board that specifies (excluding the Executive) at a duly convened meeting called for such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithpurpose.

Cause. The Company may terminate Executive’s employment hereunder for Cause, in which event the date of termination of Executive’s employment shall be the Date of Termination. For purposes of this Agreement, “Cause” means and only means shall mean (i) Executive’s material breach of this Agreement, (ii) Executive’s gross negligence in the performance or non-performance of any of Executive’s material duties or responsibilities hereunder, (iii) the refusal of Executive to implement or adhere to policies or directives of the Board Chief Executive Officer of Mutual Capital Holdings, Inc., (iv) Executive’s dishonesty, fraud or willful misconduct with respect to, or disparagement of, the business or affairs of the Company, (v) conduct of a criminal nature or involving Moral Turpitude (as defined below) under the provisions of any federal, state or local laws or ordinance or transgression which may have an adverse impact on the Company’s reputation and standing in the community (as determined by the Company in good faith and fair dealing), and/or (vi) Executive’s absence from work for five (5) consecutive days for any reason other than vacation, approved leave of absence (such approval not to be unreasonably withheld) or disability or illness pursuant to Company policy or law. For purposes of this Agreement, “Moral Turpitude” shall include the following: (i) that element of personal misconduct in the private and social duties which a conviction ofperson owes to his fellow human beings or to society in general, which characterizes the act done as an act of baseness, vileness or plea depravity, and contrary to the accepted and customary rule of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executiveright and duty between two human beings; (ii) any unauthorized use conduct done knowingly contrary to justice, honesty or disclosure by Executive of confidential information good morals; or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud intentional, knowing or willful misconduct that causes material harm reckless conduct causing bodily injury to the Company; (iv) Executive’s continuing another or intentional, knowing or reckless conduct which, by physical menace, puts another in fear of imminent serious bodily injury. No act or failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured act by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and shall be considered for Cause unless the Company if such breach is not cured by Executive within thirty (30) days of has given detailed written notice thereof from to Executive and, where remedial action is feasible, Executive has failed to remedy the Company that specifies such material breach; act or omission within sixty (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (3060) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithfollowing written notice.”

Cause. For purposes The termination of this Agreement, “Cause” means and only means Executive's employment hereunder upon the occurrence of any of the following: following events shall be deemed to be a termination for cause ("Cause"): (i) Executive's intentional breach of any provision hereof, provided such breach has a conviction ofmaterial adverse effect on either the Company or ITSA. (ii) Executive's intentional violation of any other duty or obligation owed by him to either the Company or ITSA which has a material adverse effect on either the Company or ITSA, as determined by the Board. (iii) Executive is convicted or plea of “guilty” pleads guilty or “no contest” to, nolo contendre to any felony (other than a felony traffic violation) or any crime involving fraudulent conduct under the laws of the United States fraud, dishonesty or any State by Executive; misappropriation. (iiiv) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful willfully engages in misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of either the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationITSA. The foregoing definition A termination for Cause hereunder shall not in any way preclude or restrict take effect unless the right following provisions are complied with: Executive shall be given written notice by the Employer of the Company or any successor or affiliate thereof Employer's intention to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination terminate him for Cause. It Such notice shall (1) specifically identify the particular act or acts or failure or failures to act which are the 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 30 days after the date (the "Notice Date") that such written notice is understood and agreed thatgiven to him in which to cure such conduct or, where a if such conduct is not curable within such 30-day period, to commence such cure. If Executive fails to cure period is specified abovesuch conduct or commence such cure, but the condition constituting Cause is legally incapable of being curedas applicable, within such 30-day period, Executive shall not then be entitled to such cure period. Whether a termination is for Cause hearing before the Board at which Executive shall be determined entitled to appear. Such hearing shall be held within 35 days of the Notice Date, provided 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 confirming that, in its judgment and discretionjudgement, which grounds for Cause on the basis of the original notice exist, he shall thereupon be exercised in good faithterminated for Cause.

Cause. For purposes of Subject to Executive’s failure to cure a breach in the manner and time described below, the Company may terminate Executive’s employment for Cause immediately. As used in this Agreement, the term “for Cause” means and only means any of shall be limited to a termination for the followingfollowing acts by Executive: (i) a conviction of, misappropriation or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws embezzlement of the United States funds or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets property of the Company or any successor subsidiary, falsification of any Company or affiliate thereof subsidiary documents or records or any unauthorized attempt by the Executive to take any business or business opportunities of the Company or any subsidiary for his or her own personal gain; (ii) Executive’s failure or inability to perform any material duties contemplated by this Agreement for a period of thirty (30) days, except in the event that causes material harm the Executive is determined to such entity, but excluding any disclosure required by subpoena, court order have a Disability (as defined in Section 9(d)) or applicable lawin the event of Executive’s death; (iii) Executive’s fraud grossly negligent, reckless or willful misconduct that causes material harm to the Companyor insubordination in connection with Executive’s performance of his duties; (iv) Executive’s continuing failure to perform Executive’s assigned any material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured breach by Executive within thirty of any agreement (30including this Agreement or the Confidentiality Agreement (as defined in Section 11)) days thereafterbetween Executive and the Company; (v) Executive’s material breach conviction (including any plea of guilty or nolo contendere) of any felony, any misdemeanor involving dishonesty or fraud, or any other criminal act that impairs or could impair Executive’s ability to perform his or her duties; (vi) the Executive’s material violation of Company policies, including, without limitation, policies on prohibition of unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a doctor. The determination of Cause shall be made by HemaCare’s President and Chief Executive Officer in her reasonable discretion. Anything herein to the contrary notwithstanding, as to any termination based upon clause (iii) above, the Company shall give the Executive written agreement between Executive notice prior to terminating this Agreement of the Executive’s employment, setting forth a general description of the grounds for termination and the Company if conduct required to cure such breach is not cured by grounds for termination. The Executive within shall have thirty (30) days of written notice thereof from the Company that specifies receipt of such material breach; (vi) Executive’s material failure notice within which to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if cure any such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed thatto the satisfaction of the Company, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause which shall be determined by the Board Company in its judgment and reasonable discretion, which shall be exercised in good faith.

Cause. The Executive's employment may be terminated by the Company for Cause. For purposes of this Agreement, “the Company will have "Cause” means and only means any of " to terminate the following: Executive's employment upon: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or the Executive's indictment for any crime involving fraudulent conduct under the laws of the United States monies or other property or any State by Executive; felony, crime or any offense of moral turpitude, or his commission of fraud, embezzlement, theft, dishonesty, willful misconduct or deliberate injury to the Company or its subsidiaries; (ii) the Executive's intentional or grossly negligent refusal or failure to perform his duties or carry out directions of the Company's Board, which refusal or failure remains uncured or continues more than thirty (30) days after notice from the Company specifying in reasonable detail the nature of the breach, or recurs within such period; (iii) the Executive's breach of any unauthorized use of his fiduciary duties to the Company or disclosure making of a willful misrepresentation or omission, which breach or misrepresentation or omission might reasonably be expected to have a material adverse effect on the Company's business and which remains uncured or continues more than thirty (30) days after notice from the Company specifying in reasonable detail the nature of the breach or misrepresentation or omission, or recurs within such period; (iv) the Executive's breach of any material provision of this Agreement, which breach, if curable, remains uncured or continues more than thirty (30) days after notice from the Company specifying in reasonable detail the nature of the breach, or recurs within such period; or (v) any misappropriation by the Executive of confidential information funds or trade secrets property of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to of the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is . Any termination for "Cause" will not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach be in limitation of any written agreement between Executive and other right or remedy the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies may have under this Agreement or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithotherwise.

Cause. For purposes Cause" means (a) the Executive is convicted of this Agreement, “Cause” means and only means any of the following: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under moral turpitude, (b) the laws of Executive commits a willful serious act intending to enrich himself at the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets expense of the Company or any successor or affiliate thereof that causes material harm to such affiliated entity, but excluding any disclosure required by subpoenaor (c) the Executive, court order in carrying out his duties and responsibilities under this Agreement, (i) is guilty of willful gross neglect, or applicable law; (iiiii) Executive’s fraud or willful misconduct voluntarily engages in conduct that causes results in material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesCompany or any affiliated entity, after receiving written notification of unless such failure from conduct was reasonably believed by the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with to be in the best interests of the Company. In each case, the existence of Cause must be confirmed by a governmental or internal investigation majority of the Board of Directors of the Company or its directors(the "Board") prior to any termination therefor. In the event of such a confirmation, officers or employees, if the Company has requested shall notify the Executive that the Company intends to terminate the Executive’s cooperation's employment for Cause (the "Confirmation Notice"). The foregoing definition Confirmation Notice shall specify the act, or acts, upon the basis of which the majority of the Board has so confirmed the existence of Cause. If the Executives notifies the Company in writing (the "Opportunity Notice") within five days after the Executive has received the Confirmation Notice, the Executive shall be provided one opportunity to meet with the Board (or a sufficient quorum thereof) to discuss such act or acts. Such opportunity to meet shall be fixed and shall occur on a date selected by the Board (such date being not in any way preclude less than 10 nor more than 45 days) after the Company receives the Opportunity Notice from the Executive. Such meeting shall take place at the principal offices of the Company. During the period commencing on the date the Company receives the Opportunity Notice and ending on the date next succeeding the date on which such meeting between the Board (or restrict a sufficient quorum thereof) and the right Executive is scheduled to occur, the Executive shall be suspended with pay from his employment with the Company and the Executive's access to the principal offices of the Company or any successor of its assets shall be restricted to access specifically permitted by the Board. If the Board properly sets the date of such meeting and if the Board (or affiliate thereof a sufficient quorum thereof) attends such meeting and does not rescind its confirmation at such meeting or if the Executive fails to discharge or dismiss Executive attend such meeting for any other acts or omissionsreason, but the Executive's employment by the Company shall, immediately upon the closing of such other acts or omissions shall not meeting, be deemed or construed, for purposes of this Agreement, to constitute grounds for termination terminated for Cause. It is understood If the Executive does not respond in writing to the Confirmation Notice in the manner and agreed thatwithin the time deadline specified in this Section 5.B., where a cure period is specified abovethe Executive's employment with the Company shall, but on the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined sixth day after the receipt by the Board in its judgment and discretionExecutive of the Confirmation Notice, which shall be exercised in good faithterminated for Cause.

Cause. The Company shall have the right to terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” means and only means any of the following: shall mean (i) habitual drug or alcohol use which impairs the ability of Executive to perform his duties hereunder; (ii) Executive’s conviction during the Employment Period by a conviction ofcourt of competent jurisdiction, or plea a pleading of “guilty” or “no contest” to, or guilty to a felony or any crime involving fraudulent conduct under the laws of equivalent if outside the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawStates; (iii) Executive’s fraud engaging in fraud, embezzlement or willful misconduct that causes material harm any other illegal conduct with respect to the CompanyCompany which acts are materially harmful to, either financially, or to the business reputation of, the Company or any other member of the Group; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification Executive willfully violating the Restrictive Covenants set forth in Section 9 of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterthis Agreement; (v) Executive’s material breach of any willful failure or refusal to perform his duties hereunder (other than such failure caused by Executive’s Disability or while on vacation), after a written agreement between demand for performance is delivered to Executive and by the Company if such breach is not cured by Board that specifically identifies the manner in which the Board believes that Executive within thirty (30) days of written notice thereof from the Company that specifies such material breachhas failed or refused to perform his duties; (vi) Executive’s Executive otherwise breaches any material failure provision of this Agreement or any Group policies related to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure conduct which is not cured by Executive cured, if curable, within thirty (30) 10 days of after written notice thereof from the Company that specifies such material failurethereof; or (vii) Executive’s willful misconduct which is directly related to the employment relationship and which has a material and detrimental effect on the Company or the Group. No act or failure to cooperate act by Executive shall be deemed “willful” unless done, or omitted to be done, (i) by Executive not in good faith with and (ii) without a governmental reasonable belief that his action or internal investigation omission was in the best interest of the Company or its directorsCompany. However, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall failures to act will not be deemed to be “willful” if Executive is specifically directed to take (or construednot take) such action by the Board, unless Executive in good faith believes such directives are illegal and Executive promptly notifies the Board thereof. The Company shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s employment for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood Cause and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive such action shall not be entitled give Executive Good Reason to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithterminate his employment.

Cause. For purposes Thirty (30) days after written notice by the Company to the Executive of this Agreementa termination for Cause if the Executive shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period. In the event that the basis for Cause is not curable, then such thirty (30) day cure period shall not be required, and such termination shall be effective on the date the Company delivers notice of such termination for Cause. “Cause” means and only means shall mean the Company’s termination of the Executive’s employment with the Company or any of the followingits subsidiaries as a result of: (i) a conviction offraud, embezzlement or any willful act of material dishonesty by the Executive in connection with or relating to the Executive’s employment with the Company or any of its subsidiaries; (ii) theft or misappropriation of property, information or other assets by the Executive in connection with the Executive’s employment with the Company or any of its subsidiaries which results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iii) the Executive’s conviction, guilty plea, no contest plea, or similar plea of “guilty” or “no contest” to, a for any felony or any crime involving fraudulent conduct under the laws of the United States that results in or any State by Executive; (ii) any unauthorized use could reasonably be expected to result in material loss, damage or disclosure by Executive of confidential information or trade secrets of injury to the Company and its subsidiaries, their goodwill, business or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Companyreputation; (iv) the Executive’s continuing failure use of alcohol or drugs while working that materially interferes with the ability of Executive to perform the Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterduties hereunder; (v) the Executive’s material breach of a material Company policy, or material breach of a Company policy that results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (vi) the Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failurehis obligations under this Agreement; or (vii) the Executive’s failure repeated insubordination, or refusal (other than as a result of a Disability or physical or mental illness) to cooperate carry out or follow specific reasonable and lawful instructions, duties or assignments given by the CEO which are consistent with Executive’s position with the Company; provided, that, for clauses (i) – (vii) above, the Company delivers written notice to Executive of the condition giving rise to Cause within ninety (90) days after the Company becomes aware of its initial occurrence. For avoidance of doubt, the Executive being deemed an Unsuitable Person, as defined in good faith with a governmental or internal investigation that certain Amended and Restated Articles of Incorporation of the Company or its directorsas in effect on the Effective Date (an “Unsuitable Person”), officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not independently constitute Cause (but any circumstances giving rise to the Executive being deemed an Unsuitable Person shall constitute Cause to the extent such circumstances are grounds provided in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified clauses (i) – (vii) above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith).

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” means and only means any of the followingshall mean: (i) a any act of material insubordination on the part of the Executive; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of “guilty” guilty or “no contest” nolo contendere to, the Executive with respect to a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive(other than a traffic violation); (iiiv) the commission (or attempted commission) of any unauthorized use act of fraud or disclosure dishonesty by the Executive of confidential information which is materially detrimental to the business or trade secrets reputation of the Company or any successor of its divisions, subsidiaries or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order affiliates; or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach Executive engages in an act or series of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days acts constituting misconduct resulting in a misstatement of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable financial statements due to all executives if such failure is not cured by Executive material non-compliance with any financial reporting requirement within thirty (30) days the meaning of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation Section 304 of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationThe Sarbanes Oxley Act of 2002. The foregoing definition shall not in any way preclude or restrict the right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Company’s learning of such other act or acts or omissions failure or failures to act. Executive shall not be deemed or construed, for purposes of this Agreementhave 20 days after the date that such written notice has been given to him in which to cure such conduct, to constitute grounds for termination the extent such cure is possible. If he fails to cure such conduct, Executive shall then be entitled to a hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. It is understood and agreed thatIf, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedwithin five days following such hearing, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined furnished written notice by the Board confirming that, in its judgment and discretionjudgment, which grounds for Cause on the basis of the original notice exist, he shall thereupon be exercised in good faithterminated for Cause.

Cause. For purposes of this Agreement, The term “Cause” means and only means any shall mean the Participant’s: (A) willful dishonesty or fraud with respect to the business affairs of the following: Company and its direct and indirect subsidiaries (i) a conviction ofcollectively, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by ExecutiveLogitech”); (iiB) intentional falsification of any unauthorized employment or Logitech records; (C) misappropriation of or intentional damage to the business or property of Logitech, including (but not limited to) the improper use or disclosure of the confidential or proprietary information of Logitech (excluding misappropriation or damage that results in a loss of little or no consequence to the business or property of Logitech); (D) conviction (including any plea of guilty or nolo contendere) of a felony that, in the judgment of the Board (excluding the Participant), materially impairs the Participant's ability to perform his or her duties for Logitech or adversely affects Logitech’s standing in the community or reputation; (E) willful misconduct that is injurious to the reputation or business of Logitech; or (F) refusal or willful failure to perform any assigned duties reasonably expected of a person in his or her position (excluding during any statutory leaves of absence as permitted by law, and with reasonable accommodations for any disability required by law) after receipt of written notice by the Chief Executive of confidential information Officer or trade secrets Executive Chairman of the Company or any successor Employer of such refusal or affiliate thereof that causes material harm failure and a reasonable opportunity to cure (as described below). The Participant shall be given written notice by the Employer of its intention to terminate the Participant for Cause, which notice (a) shall state with particularity the grounds on which the proposed termination for Cause is based and (b) shall be given no later than ninety (90) days after the occurrence of the event giving rise to such entity, but grounds (or ninety (90) days after such later date as represents the actual knowledge by an executive officer of the Company or Employer (excluding any disclosure required by subpoena, court order or applicable law; (iiithe Participant) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from grounds). The termination shall be effective upon the Board Participant's receipt of such notice; provided, however, that specifies such failure and such failure is not materially cured by Executive within with respect to subsection (F) of this Section (c)(ii), the Participant shall have thirty (30) days thereafter; after receiving such notice in which to cure any refusal or willful failure to perform (v) Executive’s material breach of any written agreement between Executive and to the Company if extent such breach cure is not cured by Executive possible). If the Participant fails to cure such failure to perform within thirty such thirty-day (30-day) days of written notice thereof from period, the Company that specifies such material breach; (vi) ExecutiveParticipant’s material failure to comply employment with the Employer (and Service to the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not thereupon be deemed or construed, for purposes of this Agreement, to constitute grounds for termination terminated for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. For purposes of this AgreementThe Company may terminate the Executive's employment for "Cause", “Cause” means and only means any effective as of the following: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws date of the United States or any State Notice of Termination (as defined in Section 6 below) and as evidenced by Executive; a resolution adopted in good faith by two-thirds (ii2/3) any unauthorized use or disclosure of the entire Board, subject to the payment by the Company to the Executive of confidential information the benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because the Executive has (A) committed an act of fraud or trade secrets of embezzlement against the Company or any successor affiliate thereof, or affiliate thereof that causes (B) a knowing and willful unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, which disclosure results in material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm damage to the Company; , or (ivC) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material a breach of any written agreement between Executive and one or more of the following duties to the Company if such breach is not cured by Executive within thirty (30) days of which continues after written notice thereof from specifying the particular events or conditions which constitute the alleged breach and the specific cure requested by the Company that specifies such material breach; and a reasonable opportunity to cure: (vi1) the duty not to take actions which would reasonably be viewed by the Company as placing the Executive’s material failure 's interest in a position adverse to comply with the interests of the Company’s reasonable and legal written policies , or rules applicable (2) the duty not to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from engage in self-dealing with respect to the Company that specifies such material failureCompany's assets, properties or business opportunities; or (viiD) Executive’s failure been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (E) engaged in intentional misconduct as an employee of the Company, which misconduct or violation results in material damage to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers reputation and continues after written notice thereof specifying the particular events or employees, if conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company has requested and a reasonable opportunity to cure (if such misconduct is susceptible to cure by the Executive’s cooperation), including, but not limited to (1) intentional violations by the Executive of written policies of the Company, or specific directions of the Board, which policies or directives are not illegal (or do not involve illegal conduct) and do not require the Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company's code of corporate conduct; or (F) failed, after written notice from the Company to render services to the Company in accordance with this Agreement or the Executive's position and responsibilities with the Company in a manner that amounts to gross neglect in the performance of his duties to the Company. The foregoing definition shall Company may suspend the Executive, without pay, upon the Executive's indictment for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not in any way preclude or restrict guilty has been entered, at which time the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be reinstated with the Company. Upon such reinstatement, the Executive shall be entitled to such cure period. Whether a termination is for Cause shall be determined payment by the Board in its judgment and discretion, Company of all Base Salary to which shall be exercised in good faiththe Executive would have otherwise been entitled to during the period of such suspension.

Cause. For purposes of this Agreement, “Cause” means and only means any of the following: will mean: (i) Executive’s willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has not substantially performed his duties and provides Executive with thirty (30) days to take corrective action; (ii) Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive; (iii) Executive’s conviction of, or plea of “guilty” or “no contest” nolo contendere to, a felony that the Board reasonably believes has had or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes will have a material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to detrimental effect on the Company; ’s reputation or business; (iv) Executive’s continuing failure A breach of any fiduciary duty owed to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured Company by Executive within thirty (30) days thereafter; that has a material detrimental effect on the Company’s reputation or business; (v) Executive’s material breach Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of any written agreement between whether or not Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; admits or denies liability); (vi) Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s material failure to comply waive attorney-client privilege relating to communications with the CompanyExecutive’s reasonable and legal written policies or rules applicable to all executives if such failure is own attorney in connection with an Investigation will not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or constitute “Cause” or (vii) Executive’s failure to cooperate in good faith with a disqualification or bar by any governmental or internal investigation self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to constitute grounds for termination for Causecause the disqualification or bar to be lifted or the license replaced. It is understood and agreed thatWhile any disqualification, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedbar or loss continues during Executive’s employment, Executive shall will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive’s employment is not permissible, Executive will be entitled placed on leave (which will be paid to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithextent legally permissible).

Cause. For purposes of this Agreement, “Cause” means and only means for termination will mean any one or more of the following: (ia) a Executive’s conviction of, or plea of “guilty” or “no contest” to, a any felony or any crime involving fraudulent conduct fraud, dishonesty, or moral turpitude under the laws of the United States or any State by Executivestate thereof; (iib) Executive’s commission of, or participation in, a fraud or material act of dishonesty against the Company or any of its employees or directors that causes, or is reasonably likely to cause, material harm to the Company and/or its subsidiaries; (c) Executive’s intentional, material violation of any contract or agreement between the Executive and the Company, the Company’s employee handbook and employment policies, the Company’s Code of Conduct and Business Ethics, or of any statutory or legal duty owed to the Company; (d) Executive’s unauthorized use or unauthorized disclosure by Executive of the Company’s confidential information or trade secrets or other material breach of the Confidentiality Agreement (as defined below); (e) Executive’s willful misconduct in the performance of Executive’s employment duties; and (f) Executive’s willful failure to reasonably cooperate with any internal or external Company investigation or audit (whether being conducted by the Company or by a third-party); provided, that in order to terminate Executive’s employment for “Cause” pursuant to the foregoing clause (e) the Board must first provide Executive with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or any successor or affiliate thereof that causes material harm of when the Company reasonably should have been aware, of such Cause event, and provide Executive a period of 30 days thereafter to reasonably cure such entityCause event, but excluding any disclosure required by subpoenato the extent curable. If Executive fails to cure such Cause event with respect to clause (e) above within such period, court order or applicable law; (iii) then the termination of employment must be effective not later than 30 days after the end of Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. The Trust shall have the right to terminate Executive’s employment at any time upon delivery of written notice of termination for Cause (as defined below) to Executive (which notice shall specify in reasonable detail the basis upon which such termination is made), such employment to terminate immediately upon delivery of such notice unless otherwise specified by the Board of Trustees of the Trust if a majority of the Board of Trustees determines that Executive: (i) has misappropriated, stolen or embezzled funds or property from the Trust or an affiliate of the Trust or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the Trust or any affiliate of the Trust, (ii) has been convicted of a felony or entered a plea of “nolo contendre” which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Trust’s (or any affiliate of the Trust) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days’ prior written notice from the Board of Trustees, willfully and persistently failed to perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) has willfully violated or breached any provision of this Agreement, any material law or regulation or any written policy or code of business conduct or ethics of the Trust or iStar to the material detriment of the Trust, iStar or any affiliate of the Trust or iStar or its business. For purposes of this Agreementprovision, “Cause” means and only means any no act or failure to act, on the part of the following: (i) a conviction ofExecutive, shall be considered “willful” unless it is done, or plea of “guilty” omitted to be done, by the Executive in bad faith or “no contest” to, a felony without reasonable belief that his action or any crime involving fraudulent conduct under omission was in the laws best interests of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets Trust, prior to the Effective Time of the Company Merger, and iStar thereafter. Any act, or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesact, after receiving written notification of such failure from based upon authority given pursuant to a resolution duly adopted by the Board that specifies such failure and such failure is not materially cured or based upon the advice of counsel for iStar shall be conclusively presumed to be done, or omitted to be done, by the Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation and in the best interests of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationTrust. The foregoing definition shall not in any way preclude or restrict the right cessation of employment of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, for purposes of this Agreementtogether with counsel, to constitute grounds for termination for Cause. It is understood and agreed be heard before the Board), finding that, where a cure period is specified abovein the good faith opinion of the Board, but the condition constituting Cause is legally incapable Executive was guilty of being curedthe conduct set forth in clause (i), Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by (ii), (iii) or (iv) hereof, and specifying the Board particulars thereof in its judgment and discretion, which shall be exercised in good faithdetail.

Cause. The Company shall be entitled to terminate the Executive's employment for "Cause." For purposes of this Agreement, “"Cause” means and only means any of " shall mean that the following: Executive (i) pleads "guilty" or "no contest" to or is convicted of an act which is defined as a conviction offelony under federal or state law, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use engages in willful misconduct which could reasonably be expected to harm the Company's business or disclosure its reputation. For this purpose, an act or failure to act shall be considered "willful misconduct" only if done, or omitted to be done, by the Executive in bad faith and without a reasonable belief that such act or failure to act was in the best interests of confidential information the 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 trade secrets 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 Preliminary Notice of Cause shall be deemed to constitute a Notice of Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is 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 a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Secretary or another appropriate officer of the Company or any successor or affiliate thereof which shall state that causes material harm to such entity, but excluding any disclosure required resolution was duly adopted by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification affirmative vote of such failure from a majority of the members of the Board that specifies at a duly convened meeting called for such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithpurpose.

Cause. For purposes of this Agreement, “Cause” means and only means any shall mean that one or more of the followingfollowing has occurred: (i) a conviction of, or plea the Executive is convicted of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under pleads guilty or nolo contendere to a felony (whether or not with respect to the laws of the United States Company or any State by Executiveof its affiliates); (ii) a failure of the Executive to substantially perform his responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by the President and Chief Executive Officer or any unauthorized use member of the Board 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 Executive to carry out or disclosure comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by or on behalf of the 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 confidential information fiduciary duty (if any), any act of material dishonesty or trade secrets of other misconduct, in each case in this clause (iv), against the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterits affiliates; (v) a 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 material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days receipt of written notice thereof from given by or on behalf of the Company that specifies identifying the violation or breach in reasonable detail and granting the Executive an opportunity to cure such material breachviolation or breach within such 10 day period; (vi) the Executive fails to meet any material obligation the Executive may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Executive’s material receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Executive an opportunity to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if cure such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure10 day period; or (vii) the Executive’s failure to cooperate in good faith with maintain any applicable license, permit or card required by the federal or state authorities or a governmental political subdivision or internal investigation agency thereof (or the suspension, revocation or denial of such license, permit or card); or (viii) the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in breach of any way preclude non-compete, non-solicit, confidentiality or restrict other restrictive covenant to which the right of the Company Executive may be subject, pursuant to an employment agreement or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithotherwise.

Cause. The Executive’s employment will be considered terminated for Cause if prior to termination of the Executive’s employment, the Board reasonably determines, based on a preponderance of the evidence reasonably available to the Board as of the date the Board adopts the resolution described below, that the Executive committed or engaged in: (1) an intentional act of fraud, embezzlement or theft at a level that constitutes a felony in connection with the Executive’s duties or in the course of the Executive’s employment with the Company or a Subsidiary, whether or not the Executive is convicted or pleads guilty or nolo contender (no contest) to any related criminal charges; (2) intentional wrongful damage to property of the Company or a Subsidiary; (3) intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary; (4) intentional wrongful engagement in any Competitive Activity; (5) willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company that is not cured within 30 days after the Board delivers to the Executive a written demand for substantial performance specifically identifying the Executive’s failure to perform; or (6) other intentional activity, including but not limited to a breach of the Executive’s fiduciary duties with respect to the Company, a Subsidiary, or any welfare plan or pension plan sponsored by the Company or a Subsidiary; which, in the reasonable judgment of the Board and based on a preponderance of the evidence available to the Board is significantly detrimental to the reputa-tion, goodwill or business of the Company or significantly disrupts the workplace environment or operation of the Company’s business or administrative activities. For pur-poses of this Agreement, no act or failure to act on the part of the Executive will be deemed “intentional” if it was due primarily to an error in the Executive’s judgment or the Executive’s negligence. An act will be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. For purposes of this Agreement, “Cause” means the Executive has not been terminated for Cause unless and only means any until: (7) a meeting of the following: Board is called and held for the purpose of determining if the Executive is to be terminated for Cause; and (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under 8) the laws Executive is given reasonable notice of the United States or any State by meeting and an opportunity to be heard before the Board, with Executive’s counsel if Executive so chooses; and (ii9) any unauthorized use or disclosure by Executive of confidential information or trade secrets at that meeting the Board finds, in the good faith opinion of the Company or any successor or affiliate thereof Board, that causes material harm the Executive has committed an act entitling the Board to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) terminate the Executive’s fraud or willful misconduct employment for Cause; and (10) the Executive has been provided a copy of the resolution duly adopted at that causes material harm to meeting by the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification affirmative vote of such failure from not less than three-quarters of the Board that specifies such failure then in office and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executivespecifying in detail the particulars of the Board’s material breach of any written agreement between finding. The Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure beneficiaries retain the right to comply with contest the Companyvalidity or propriety of the Board’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from determination that the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company employment has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination been terminated for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. “Cause” for termination shall mean a determination by the Board of Directors in good faith that any of the following events has occurred: (i) indictment of the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to any felony, or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the REIT, DiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of Company property for personal purposes; (iii) the Executive's willful failure or gross negligence in the performance of his assigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive's receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors; (iv) any act or omission of the Executive that has a demonstrated and material adverse impact on the DiamondRock Group's reputation for honesty and fair dealing or any other conduct of the Executive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this AgreementSection 2(b), “Cause” means and only means any of the following: (i) a conviction ofact, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesact, after receiving written notification of such failure from based upon authority given pursuant to a resolution duly adopted by the Board that specifies such failure and such failure is not materially cured of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation and in the best interests of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationDiamondRock Group. The foregoing definition shall not in any way preclude or restrict the right cessation of employment of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of the Board of Directors, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed finding that, where in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, that if the Executive is a cure period is specified abovemember of the Board of Directors, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to vote on such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithresolution.

Cause. Executive’s employment may be terminated as provided herein at any time by the Company for Cause. For purposes of this Agreement, “Cause” means and only means any shall mean, as determined by the Board in its sole discretion, the occurrence of one of the followingfollowing events with respect to Executive during the Employment Period: (i) a conviction substantial and repeated failure to perform, or gross negligence in the performance of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesduties and responsibilities, after receiving written notification of such failure from the Board that specifies such failure and such which failure is not materially cured corrected (if correctable, as determined by the Board in its reasonable discretion) by Executive within thirty (30) days thereafterafter written notice of such failure is delivered to Executive by the Company; (ii) misconduct that has, or could reasonably be expected to have, a material and adverse effect upon the Company or its affiliates or subsidiaries; (iii) engagement in fraud, theft, embezzlement, or misappropriation of any material amount of money or other assets of the Company or its affiliates, or any other act of material dishonesty by Executive involving the Company or its affiliates; (iv) indictment for (or the procedural equivalent thereof) or conviction of, or plea of guilty or nolo contendere to, any felony or any other crime involving moral turpitude (in accordance with applicable law); (v) Executive’s material breach of any written of the terms of this Agreement or obligations under any other agreement entered into between Executive and the Company if such or any of its affiliates (including any restrictive covenant agreement), which breach is not cured corrected (if correctable, as determined by the Board in its reasonable discretion) by Executive within thirty (30) days of after written notice thereof from of such failure is delivered to Executive by the Company that specifies such material breachCompany; or (vi) Executive’s material failure to comply with breach of the Company’s reasonable and legal written policies or rules applicable procedures of the Company or its subsidiaries (including, without limitation, policies related to all executives if such failure sexual harassment, sexual misconduct, or sex-based discrimination), which breach is not cured corrected (if correctable, as determined by the Board in its reasonable discretion) by Executive within thirty (30) days after written notice of notice thereof from such failure is delivered to Executive by the Company. Any voluntary resignation of Executive’s employment in anticipation of a termination of Executive’s employment by the Company for Cause following the occurrence of any event(s) that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Board determines constitutes Cause shall be deemed to be a termination by the Company for Cause if the Board gives Executive written notice that it considers such a termination to be for Cause within seventy-five (75) days following such resignation and subsequently terminates Executive for Cause in accordance with this Agreement. Further, Executive’s employment shall be deemed to have been terminated for Cause if within seventy-five (75) days following termination of Executive’s employment by the Company other than for Cause, it is determined by the Board that Executive engaged in its judgment the conduct described in (ii), (iii), (iv), or (vi) of this Section 2(b) of which the Board was previously unaware that if known at the time of termination would have justified a termination for Cause pursuant to this Section 2(b). “Cause” will not be deemed to exist unless the Board gives Executive written notice within seventy-five (75) days of the Board, or any member other than Executive thereof, first becoming aware of any circumstances that the Board, or any member other than Executive thereof, believes constitutes Cause and discretionthe Board terminates Executive for Cause within forty-five (45) days of such notice (or, if later, the end of any applicable period during which shall Executive has the opportunity to correct). For the avoidance of doubt, Executive may not be exercised in good faithterminated for Cause for any events disclosed to the Company prior to the Effective Date.

Cause. For purposes of Subject to Executive’s failure to cure a breach in the manner and time described below, the Company may terminate Executive’s employment for Cause immediately. As used in this Agreement, the term “for Cause” means and only means any of shall be limited to a termination for the followingfollowing acts by Executive: (i) a conviction of, misappropriation or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws embezzlement of the United States funds or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets property of the Company or any successor subsidiary, falsification of any Company or affiliate thereof subsidiary documents or records or any unauthorized attempt by the Executive to take any business or business opportunities of the Company or any subsidiary for his or her own personal gain; (ii) Executive’s failure or inability to perform any material duties contemplated by this Agreement for a period of thirty (30) days, except in the event that causes material harm the Executive is determined to such entity, but excluding any disclosure required by subpoena, court order have a Disability (as defined in Section 9(d)) or applicable lawin the event of Executive’s death; (iii) Executive’s fraud grossly negligent, reckless or willful misconduct that causes material harm to the Companyor insubordination in connection with Executive’s performance of his duties; (iv) Executive’s continuing failure to perform Executive’s assigned any material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured breach by Executive within thirty of any agreement (30including this Agreement or the Confidentiality Agreement (as defined in Section 11)) days thereafterbetween Executive and the Company; (v) Executive’s material breach conviction (including any plea of guilty or nolo contendere) of any felony, any misdemeanor involving dishonesty or fraud, or any other criminal act that impairs or could impair Executive’s ability to perform his or her duties; (vi) the Executive’s material violation of Company policies, including, without limitation, policies on prohibition of unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a doctor. The determination of Cause shall be made by HemaCare’s President and CEO in her reasonable discretion. Anything herein to the contrary notwithstanding, as to any termination based upon clause (iii) above, the Company shall give the Executive written agreement between Executive notice prior to terminating this Agreement of the Executive’s employment, setting forth a general description of the grounds for termination and the Company if conduct required to cure such breach is not cured by grounds for termination. The Executive within shall have thirty (30) days of written notice thereof from the Company that specifies receipt of such material breach; (vi) Executive’s material failure notice within which to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if cure any such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed thatto the satisfaction of the Company, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause which shall be determined by the Board Company in its judgment and reasonable discretion, which shall be exercised in good faith.

Cause. For purposes The Company may terminate Executive’s employment for Cause effective as of this Agreement, the date of the Notice of Termination (as defined in Section 7 hereof) and Executive shall be entitled to the benefits provided in Section 8(a) hereof. “Cause” means and only means any of the following: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedmean, for purposes of this Agreement: (1) conviction of any felony (other than one related to a vehicular offense) or other criminal act involving fraud; (2) willful misconduct that results in a material economic detriment to the Company; (3) material violation of Company policies and directives, which is not cured after written notice and an opportunity for cure; (4) continued refusal by Executive to constitute grounds perform Executive’s duties after written notice identifying the deficiencies and an opportunity for termination for Cause. It is understood and agreed thatcure; provided however, where a cure period is specified above, but the condition constituting Cause is legally incapable that Executive’s good faith performance of being cured, Executive his duties that otherwise fail to meet Company’s expectations or to deliver expected results shall not be entitled constitute “Cause” for purposes of this clause (4); and (5) a material violation by Executive of any of the covenants to such cure periodthe Company, including those set forth in Sections 11, 12, 14 and 15 hereof. Whether a termination is for Cause No action or inaction shall be determined deemed willful if (x) not demonstrably willful and (y) taken, or not taken, by Executive in good faith and with the Board understanding that such action, or inaction, was not adverse to the best interests of the Company. References in its judgment this paragraph to the Company shall also include direct and discretionindirect subsidiaries of the Company, which and materiality shall be exercised measured based on the action or inaction and the impact upon the Company taken as a whole. Without limiting the other rights of the Company under this Section 6, the Company may suspend Executive, without pay, upon Executive’s indictment for the commission of a felony as described under clause (1) above. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered. If such indictment does not result in good faitha conviction, as soon as practicable following such dismissal or verdict, the Company shall pay Executive the base salary and target bonus amount that Executive would have received for the period during which Executive was suspended without pay (with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code for the month in which payment would have been made but for the delay) and Executive will receive vesting credit for purposes of Executive’s outstanding equity awards.

Cause. The Company may, at any time, and in its sole discretion, terminate the employment of the Executive hereunder for Cause, effective as of the date (the "Termination Date") of written notice (the "Termination Notice") to the Executive specifying the nature of such Cause (or, if the termination is pursuant to Section 7(a)(i), the Termination Date shall be the last day of the applicable cure period if Executive has not cured the action or actions set forth in the Termination Notice). For purposes of this Agreement, “"Cause” means and only means any of " shall mean if the following: Executive (i) a conviction of, fails or plea of “guilty” or “no contest” to, a felony or refuses to act in any crime involving fraudulent conduct under material respect in accordance with the laws reasonable and lawful directions of the United States Board of Directors or any State by ExecutiveChief Executive Officer of the Company in a manner that would constitute an act of insubordination, provided, however, (A) that in such case the Company shall give Executive a Termination Notice specifying the directions the Executive failed to follow or the material breach of this Agreement, (B) the Executive shall have a reasonable period of time after the date of the notice to cure such action, and (C) the Executive shall not be deemed to be in violation of this subpart (i) if she has come to the reasonable, professional opinion that the directions she has received and refused to follow are erroneous or inappropriate; (ii) is in continuing, willful, material breach of this Agreement; (iii) has been convicted of a felony; or (iv) has committed any unauthorized use act of fraud, misappropriation of funds or disclosure embezzlement in connection with her employment by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm prior employment. During the cure period referred to such entityin subsection (i), but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and Directors of the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from may cause the Company that specifies such material breach; (vi) to suspend the employment of the Executive hereunder if the Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from 's continued presence at the Company that specifies such material failure; or (vii) Executive’s failure is deemed to cooperate have a potential negative affect on the Company as determined in good faith with a governmental or internal investigation by the Board of Directors of the Company or in its directorssole determination. If the Executive has not cured such action within the specified cure period, officers or employees, if the employment of the Executive shall be terminated by the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It If the employment of the Executive hereunder is understood terminated pursuant to this Section 7(a), the Company shall have no further obligations to the Executive hereunder after the Termination Date other than the payment of accrued Base Salary, vacation and agreed thatbonuses granted but unpaid under Sections 4 and 5(a)(i) hereof through the Termination Date, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined or except as otherwise provided by the Board in its judgment and discretion, which shall be exercised in good faithlaw.

Cause. The Company may terminate Executive's employment hereunder for Cause. For purposes of this Agreement, “the Company shall have "Cause” means and only means any of the following: " to terminate Executive's employment hereunder upon: (i) the continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's incapacity or disability due to physical or mental illness) after written demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes Executive has not substantially performed his duties; (ii) dishonesty by Executive of a material nature that relates to the performance of the Executive's duties hereunder or the commission by Executive of an act of fraud upon, or willful misconduct toward, the Company, as reasonably determined by the CSI Board after a hearing following ten days' notice to Executive of such hearing and at which hearing Executive will be present and have the opportunity to present Executive's position; (iii) criminal conduct by Executive (other than minor infractions and traffic violations) or the conviction ofof Executive, by a court of competent jurisdiction, of any felony (or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent nolo contendere thereto) in each case other than alleged criminal conduct for which Executive is entitled to indemnification with respect to such conduct under any indemnity agreement or arrangement between the laws of Executive and CSI and/or the United States or any State by Executive; Company; (iiiv) any unauthorized use or disclosure a material violation by Executive of confidential information or trade secrets his duty of loyalty to the Company or any successor CSI which results or affiliate thereof that causes may result in material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm injury to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification CSI or any other Subsidiary of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; CSI; (v) a violation by Executive of Executive’s material breach 's covenants and obligations contained in Section 3(a) or 4 of any written agreement between Executive this Agreement which is willful on Executive's part and the Company if such breach which is not cured by Executive within thirty (30) days remedied to the reasonable satisfaction of the CSI Board in a reasonable period of time after receipt of written notice thereof from the Company that specifies such material breach; CSI Board; (vi) Executive’s material failure to comply with notwithstanding the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured provisions of Section 6(a), the use by Executive within thirty (30) days of notice thereof from alcohol which renders Executive unable to perform the Company essential functions of his position under this Agreement or the use by Executive of illegal or controlled drugs or other substances provided that specifies such material failurethe use of controlled drugs or substances as prescribed by a physician shall not constitute grounds for Cause; or or (vii) Executive’s the failure of Executive to cooperate cease any conduct determined in good faith with a governmental by the CSI Board to be detrimental to the well-being or internal investigation morale, or otherwise not in the best interest, of the Company or its directorsCompany, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company CSI or any successor or affiliate thereof other Subsidiary of CSI after written demand directing Executive to discharge or dismiss Executive for any other acts or omissions, but cease such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It conduct is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined delivered by the CSI Board in its judgment specifically identifying such conduct and discretion, which shall be exercised in good faithdemanding cessation thereof.

Cause. The Company may terminate Executive's employment hereunder for Cause. For purposes of this Agreement, “Cause” means and only means any of the following: means: (i) a material act or acts of fraud or dishonesty undertaken by Executive during the course of his employment; (ii) misconduct by Executive that is willful or deliberate on Executive’s part and that, in either event, is materially injurious to Company, monetarily or otherwise; (iii) the indictment, formal charge, conviction of Executive of, or the Executive entering of a plea of “guilty” or “no contest” nolo contendere to, a felony misdemeanor involving fraud, theft, dishonesty or any crime involving fraudulent conduct under the laws of the United States moral turpitude or any State by Executive; (ii) any unauthorized use a felony, or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud debarment by the U.S. Food and Drug Administration from working in or willful misconduct that causes material harm providing services to the Company; any pharmaceutical or biotechnology company; (iv) Executive’s continuing failure to perform Executive’s assigned a material duties, after receiving written notification breach of such failure from the Board that specifies such failure any terms and conditions of this Agreement by Executive and such failure is breach has not materially been cured by Executive within thirty (30) days thereafter; after written notice thereof to Executive from Company; (v) Executive’s material breach failure to perform his duties or follow the lawful directions of any written agreement between Executive the Board and the Company if such breach is failure has not been cured by Executive within thirty (30) days of after written notice thereof to Executive from the Company that specifies such material breachCompany; or (vi) Executive’s a material failure to comply with breach of any of the Company’s reasonable and legal written policies or rules applicable that have been provided to all executives if the Executive and such failure is breach has not been cured by Executive within thirty (30) days of after written notice thereof to Executive from Company. In the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation event of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but without limiting any of the condition constituting Cause is legally incapable of being curedCompany’s rights or remedies in law and/or equity, Executive shall will only be entitled to receive within sixty (60) days after the date of the termination of Executive’s employment, the amount of the Accrued Obligations. Executive will not be entitled to any other salary, benefits, bonuses or other compensation after such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithdate.

Cause. For purposes of this Agreement, “Agreement "Cause” means and only means any of the following: " shall mean (i) a conviction of----- ----- your theft or embezzlement, or plea attempted theft or embezzlement, of “guilty” money or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets property of the Company or any successor of its subsidiaries, your perpetration or affiliate thereof that causes material harm attempted perpetration of fraud, or your participation in a fraud or attempted fraud, on the Company or any of its subsidiaries or your unauthorized appropriation of, or your attempt to such entitymisap-propriate, but excluding any disclosure required by subpoenasubstantial tangible or intangible assets or property of the Company or any of its subsidiaries, court order (ii) your conviction of any criminal felony involving the Company or applicable law; any of its subsidiaries, or (iii) Executive’s fraud or your willful misconduct that causes material harm failure to substantially follow any reasonable instructions of the Board and/or other policies of the Company; (iv) Executive’s continuing , which failure to perform Executive’s assigned material duties, is not corrected within 15 business days after receiving written notification of such failure you receive notice from the Board describing such failure. You shall not be deemed to have been terminated for Cause unless the Company has delivered to you a written notice specifying in reasonable detail the facts and circumstances that specifies such failure are the basis for terminating your employment with the Company for Cause. Should the Company and such failure is you be unable to agree on whether or not materially cured by Executive the your conduct, acts or omissions constitute Cause within thirty (30) business days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply after your employment with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict been terminated, the right of the Company or any successor or affiliate thereof controversy as to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for whether your conduct constitutes Cause shall be determined settled exclusively by arbitration in accordance with the requirements of the labor arbitration rules of the American Arbitration Association then in effect. Arbitration shall commence upon the appointment of arbitrators mutually agreeable to the parties and shall continue, without interruption unless required by the Board arbitrator(s), with the written decision of the arbitrator(s) to be issued within one-hundred fifty (150) business days after filing a Notice of Arbitration. All expenses and fees incurred in its judgment and discretion, which the conduct of the arbitration shall be exercised in good faithborne by the parties equally. Each party shall bear its own respective attorneys' and other legal fees and any decision, award or order by arbitration shall be binding upon the parties hereof.

Cause. The Company may terminate the Executive’s service with the Company and its Affiliated Companies during the Service Period for Cause. For purposes of this Agreement, “Cause” means and only means any of the following: shall mean: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws willful and continued failure of the United States or any State by Executive to perform substantially the Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of ’s duties with the Company and its Affiliated Companies (other than any such failure resulting from incapacity due to physical or any successor or affiliate thereof mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) the Executive has not substantially performed the Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure duties and such failure is not cured within sixty (60) calendar days after receipt of such written demand; or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially cured and demonstrably injurious to the Company or its Affiliated Companies. For purposes of this provision, any act or failure to act on the part of the Executive in violation or contravention of any order, resolution or directive of the Board shall be considered “willful” unless such order, resolution or directive is illegal or in violation of the certificate of incorporation or by-laws of the Company; provided, however, that no other act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive within thirty (30) days thereafter; (v) in bad faith or without reasonable belief that the Executive’s material breach action or omission was in the best interests of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material and its Affiliated Companies. Any act, or failure to comply with act, based upon authority given pursuant to a resolution duly adopted by the Company’s reasonable and legal written policies Board or rules applicable to all executives if such failure is not cured by upon the instructions of the Chief Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; Officer or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation General Counsel of the Company or its directors, officers or employees, if based upon the advice of outside counsel for the Company has requested Executive’s cooperation. The foregoing definition shall not be conclusively presumed to be done, or omitted to be done, by the Executive in any way preclude or restrict good faith and in the right best interests of the Company or any successor or affiliate thereof to discharge or dismiss and its Affiliated Companies. The Separation from Service of the Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (¾) of the entire membership of the Board (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, for purposes of this Agreementtogether with counsel, to constitute grounds for termination for Cause. It is understood and agreed be heard before the Board), finding that, where a cure period in the good faith opinion of the Board, the Executive is specified guilty of the conduct described in paragraph (i) or (ii) above, but and specifying the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board particulars thereof in its judgment and discretion, which shall be exercised in good faithdetail.

Cause. For purposes The Company may, in its sole and absolute discretion, terminate the employment of Employee hereunder immediately upon after delivery of written notice to Employee, or at such later time as the Company may specify in such notice, for “Cause.” As used in this Agreement, Agreement “Cause” means and only means any of includes, but is not limited to, the following: (i1) a conviction ofEmployee’s willful and material breach of this Agreement; (2) Employee’s gross negligence in the performance, or plea intentional nonperformance, (continuing for ten (10) days after receipt of “guilty” written notice of need to cure) of any of Employee’s material duties and responsibilities hereunder; (3) Employee’s willful dishonesty or “no contest” tofraud, whether or not with respect to the business or affairs of the Company, which affects the operations, property or reputation of the Company; (4) Employee’s conviction of a felony crime; (5) chronic alcohol or illegal drug abuse by Employee; (6) Employee’s willful injury to any crime involving fraudulent conduct independent contractor, employee or agent of the Company, or to any other person in the course of Employee’s performance of services for the Company; (7) The Board’s determination that the Company’s business model and direction are failing to perform as expected standards and must be changed; (8) The Company files for protection under the laws of the United States or any State by ExecutiveBankruptcy laws; (ii9) If Employee sexually harasses any unauthorized use employee, agent or disclosure by Executive of confidential information or trade secrets contractor of the Company or commits any successor act which otherwise creates an offensive work environment for employees, agents or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to contractors of the Company; or (iv10) ExecutiveEmployee’s continuing failure misappropriation of Company funds. The Company shall not be limited to perform Executive’s assigned material dutiestermination as a remedy for any damaging, after receiving written notification of injurious, improper or illegal act by Employee, but may also seek damages, injunction, or such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and other remedy as the Company if such breach may deem appropriate under the circumstances. If Employee’s employment is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure terminated for Cause, Employee agrees to comply with vacate the Company’s reasonable offices on or before the effective date of the termination and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from return and deliver to the Company that specifies at such material failure; or (vii) Executive’s failure to cooperate in good faith with time all Company property. In the event of a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified as enumerated above, but the condition constituting Cause is legally incapable of being cured, Executive Employee shall not be entitled have no right to such cure periodany severance compensation. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.Private & Confidential 5

Cause. For purposes By the Company, for Cause, but only upon a vote of this Agreement, a majority of the entire Board (or such other vote required pursuant to the By-Laws) at a meeting duly called and held at which Executive shall have the right to be present and be heard. The term “Cause” means and only means any of the following: (i) a determination by a court of competent jurisdiction that the Executive has committed any act of fraud or embezzlement in respect of the Company or its funds, properties or assets; (ii) conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct relating to the Executive’s actions as an executive of the Company under the laws of the United States or any State by Executive; state thereof (iiprovided that all rights of appeal have been exercised or have lapsed) any unauthorized use or disclosure by Executive of confidential information or trade secrets unless such acts were committed in the reasonable, good faith belief that his actions were in the best interests of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable and its stockholders and would not violate criminal law; (iii) Executive’s fraud or willful misconduct or gross negligence by the Executive in connection with the performance of his duties that causes material has caused or is highly likely to cause severe harm to the Company; or (iv) Executive’s continuing failure to perform Executive’s assigned intentional dishonesty by the Executive in the performance of his duties hereunder which has a material dutiesadverse effect on the Company. In the case of any termination for Cause, after receiving written notification the Company shall provide the Executive with a Notice of such failure from Termination (as defined in Section 8) giving the Board that specifies such failure and such failure is not materially cured by Executive within at least thirty (30) days thereafter; written notice of its intent to terminate this Agreement and his employment. The Notice of Termination shall specify (vx) the effective date of his termination and (y) the particular acts or circumstances that constitute Cause for such termination. The Executive shall be given the opportunity within fifteen (15) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause. Within fifteen (15) days after any such explanation or cure, the Company will make its final determination regarding whether Cause exists and deliver such determination to the Executive in writing. If the final decision is that Cause exists and no cure has occurred, the Executive’s material breach of any written agreement between Executive and employment with the Company if such breach shall be terminated for Cause as of the Date of Termination (as defined in Section 8) specified in the Notice of Termination. If the final decision is that Cause does not cured by Executive within thirty (30) days of written notice thereof from exist or a cure has occurred, the Executive’s employment with the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is terminated for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithat that time.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term “Cause” means and only means shall mean the occurrence of any of the followingfollowing events: (i) a conviction of, gross negligence or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws willful misconduct of the United States or any State by ExecutiveExecutive in connection with the performance of his duties hereunder; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud conviction of (or willful misconduct pleading guilty or pleading no contest or nolo contendere to) a felony or comparable crime in any jurisdiction that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesdoes not classify crimes using “felony”, after receiving written notification of such failure from the Board other than minor traffic offenses and other minor offenses that specifies such failure and such failure is are not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply inconsistent with the Company’s reasonable and legal written policies expectations of a person occupying the position of an executive officer of the Company; (iii) the Executive’s unauthorized removal, use or rules applicable disclosure of the Company’s or any affiliate’s confidential information that could reasonably be expected to all executives if such failure cause harm to the Company, provided, that the Executive shall, to the extent an unauthorized removal is reasonably susceptible to cure, be given a reasonable opportunity, not cured by Executive within to exceed thirty (30) days of days, after written notice thereof from by the Company that specifies to the Executive to cure such material failureremoval of confidential information; (iv) the performance by the Executive of any act or acts of dishonesty in connection with or relating to the Company’s or its affiliates’ business or the misappropriation (or attempted misappropriation) of any of the Company’s or any of its affiliates’ funds or property; or (viiv) a material breach of any of the Executive’s failure obligations under any agreement entered into between the Executive and the Company or any of its affiliates that is material to cooperate the employment relationship between the Company or any of its affiliates and the Executive or the relationship between the Company and the Executive as an investor or prospective investor in good faith with the Company, provided, that the Executive shall, to the extent a governmental breach is reasonably susceptible to cure, be given a reasonable opportunity, not to exceed thirty (30) days, after written notice by the Company to the Executive to cure such breach; or internal investigation (vi) a breach of the Company’s policies or procedures, which breach causes or could reasonably be expected to cause harm to the Company or its directorsbusiness reputation; provided, officers or employeesthat the Executive shall, if to the extent a breach is reasonably susceptible to cure, be given a reasonable opportunity, not to exceed thirty (30) days, after written notice by the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict to the right of the Company or any successor or affiliate thereof Executive to discharge or dismiss Executive for any other acts or omissions, but cure such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithbreach.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term “Cause” means and only means any of the followingshall mean: (i) a conviction ofmaterial breach by the Executive of this Agreement; (ii) other than as a result of physical or mental illness or injury, continued failure of the Executive to perform substantially the Executive’s duties hereunder; (iii) gross negligence by the Executive, or plea willful misconduct by the Executive (including willful violation of “guilty” written rules, regulations, procedures or “no contest” instructions relating to the conduct of employees of the Company generally), which in either case causes (or should reasonably be expected to cause) material harm to the Company or the Parent (including indirectly through their subsidiaries); (iv) material failure by the Executive to use his best reasonable efforts to follow lawful instructions of the Board; or (v) the Executive is indicted for, or pleads nolo contendere to, a felony involving moral turpitude or any other serious crime involving fraudulent conduct under moral turpitude. In the laws case of the United States or any State by Executive; clauses (i), (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity), but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; and (iv) Executive’s continuing failure above, the Company shall provide notice to perform Executive’s assigned material dutiesthe Executive indicating in reasonable detail the events or circumstances that it believes constitute Cause hereunder, after receiving written notification of such failure from and provide the Board that specifies such failure and such failure is not materially cured by Executive within with thirty (30) days thereafter; (v) after delivery of such notice to cure such purported Cause before termination of the Executive’s material breach employment hereunder for Cause. For avoidance of any written agreement between doubt, placing the Executive and on paid leave for up to sixty (60) days during which the Company if such breach is not cured by continues to provide the Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable Base Salary and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes compensation and benefits required under Section 2 of this Agreement, pending the Board’s determination of whether there is a basis to constitute grounds for termination terminate the Executive for Cause. It is , will not by itself constitute a termination of the Executive’s employment hereunder or provide the Executive with Good Reason to resign his employment until after such sixty (60) day period has elapsed without reinstatement or delivery of a Notice of Termination by the Company (it being understood and agreed that, where a that such sixty (60) day leave period shall be deemed to coincide with the sixty (60) day Company cure period set forth in Section 3(e) of this Agreement). If, subsequent to the Executive’s termination of employment hereunder for other than Cause, or subsequent to the Company providing notice of non-renewal subject to Section 3(a), it is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined in good faith by the Board in its judgment and discretionthat the Executive’s employment could have been terminated for Cause pursuant to clause (v) of this Section 3(c), which shall the Executive’s employment shall, at the election of the Board, be exercised in good faithdeemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

Cause. For purposes of this Agreement, The Company may terminate the Executive’s employment for “Cause.” means and only means any A termination for Cause shall mean discharge by the Company by reason of the following: (i) a the Executive’s conviction of, or a plea of “guilty” or “no contest” nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to perform the Executive’s obligations as an employee of the Company or under this Agreement or any crime involving fraudulent conduct under non-competition agreement, confidentiality agreement or like agreement or covenant between the laws Executive and the Company or which materially and adversely affects the reputation and business activities of the United States or any State by ExecutiveCompany; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets the Executive’s willful misconduct in connection with the performance of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawExecutive’s duties and responsibilities as an employee of the Company; (iii) the Executive’s commission of an act of embezzlement, fraud or willful misconduct that causes material harm dishonesty which results in a loss, damage or injury to the Company; (iv) the Executive’s substantial and continuing failure to perform gross negligence in the performance of the Executive’s assigned material duties, after receiving written notification duties as an employee of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterCompany; (v) the Executive’s material knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breachthis subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) days after requested in writing by the Company; (vii) the Executive’s continuing material failure or refusal to comply perform the Executive’s duties in accordance with the Company’s reasonable and legal terms of this Agreement; provided, that discharge pursuant to this subsection shall constitute discharge for Cause only if the Executive has first received written policies or rules applicable to all executives if notice from the CEO of the Company stating with specificity the nature of such failure is not cured or refusal and, if requested by the Executive within thirty ten (3010) days thereafter, the Executive is afforded a reasonable opportunity to be heard before the Board; (viii) the Executive breaches a material provision of notice thereof from the Company that specifies such material failurethis Agreement; or (viiix) the Executive’s failure to cooperate in good faith with perform his duties at a governmental or internal investigation of location within the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithNewark 40-Mile Radius.

Cause. For purposes of this Agreement, “Cause” means and only means any of the following: will mean: (i) Executive’s willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has not substantially performed his duties and provides Executive with thirty (30) days to take corrective action; (ii) Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive; (iii) Executive’s conviction of, or plea of “guilty” or “no contest” nolo contendere to, a felony that the Board reasonably believes has had or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes will have a material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to detrimental effect on the Company; ’s reputation or business; (iv) Executive’s continuing failure A breach of any fiduciary duty owed to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured Company by Executive within thirty (30) days thereafter; that has a material detrimental effect on the Company’s reputation or business; (v) Executive’s material breach Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of any written agreement between whether or not Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; admits or denies liability); (vi) Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s material failure to comply waive attorney-client privilege relating to communications with the CompanyExecutive’s reasonable and legal written policies or rules applicable to all executives if such failure is own attorney in connection with an Investigation will not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failureconstitute “Cause”; or or (vii) Executive’s failure to cooperate in good faith with a disqualification or bar by any governmental or internal investigation self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to constitute grounds for termination for Causecause the disqualification or bar to be lifted or the license replaced. It is understood and agreed thatWhile any disqualification, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedbar or loss continues during Executive’s employment, Executive shall will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive’s employment is not permissible, Executive will be entitled placed on leave (which will be paid to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithextent legally permissible).

Cause. For The Company may terminate Executive’s employment for “Cause,” effective as of the date of the Notice of Termination (as defined in Section 7 below). “Cause” shall mean, for purposes of this Agreement, “Cause” means and only means any of the following: (ia) a Executive’s act of fraud, dishonesty, misappropriation, or embezzlement with respect to the Company; (b) Executive’s conviction of, or plea of “guilty” guilty or “no contest” contest to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executivefelony; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iiic) Executive’s fraud or willful misconduct that causes material harm to violation of the Company’s drug policy or anti-harassment policy; (ivd) Executive’s continuing failure to perform Executive’s assigned material dutiesadmission of liability of, after receiving written notification or finding by a court or the U.S. Securities and Exchange Commission (or a similar agency of such failure from any applicable state) of liability for, the Board that specifies such failure violation of any “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Securities Laws which are not criminal in nature). As used herein, the term “Securities Laws” means any Federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and such failure is not materially cured by Executive within thirty (30) days thereafterthe rules and regulations promulgated thereunder; (ve) Executive’s material breach of any failure after reasonable prior written agreement between Executive and notice from the Company if such breach to comply with any valid and legal directive of the Board of Directors that is not cured by Executive remedied within thirty (30) days of Executive being provided written notice thereof from the Company that specifies such material breach; (vi) or Executive’s material failure willful gross negligence in performance, or willful non-performance, of any of Executive’s duties and responsibilities with respect to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure Company that is not cured by Executive remedied within thirty (30) days of Executive being provided written notice thereof from the Company that specifies such material failureCompany; or (viif) other than as provided in clauses (a) through (e) above, Executive’s failure to cooperate in good faith with a governmental or internal investigation material breach of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationany material provision of this Agreement that is not remedied within thirty (30) days of Executive being provided written notice thereof. The foregoing definition Executive shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissionshave acted, but such other acts or omissions and shall not be deemed or construed, for purposes of this AgreementAgreement to have acted, in a “willful” manner if Executive acted, or failed to constitute grounds for termination for Cause. It is understood and agreed thatact, where in a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised manner that he believed in good faithfaith to be in, or not opposed to, the best interests of the Company.

Cause. For purposes By the Company, for Cause, but only upon a vote of this Agreement, a majority of the entire Board (or such other vote required pursuant to the By-Laws) at a meeting duly called and held at which Executive shall have the right to be present and be heard. The term “Cause” means and only means any of the following: (i) a determination by a court of competent jurisdiction that the Executive has committed any act of fraud or embezzlement in respect of the Company or its funds, properties or assets; (ii) conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct relating to the Executive’s actions as an executive of the Company under the laws of the United States or any State by Executive; state thereof (iiprovided that all rights of appeal have been exercised or have lapsed) any unauthorized use or disclosure by Executive of confidential information or trade secrets unless such acts were committed in the reasonable, good faith belief that his actions were in the best interests of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable and its stockholders and would not violate criminal law; (iii) Executive’s fraud or willful misconduct or gross negligence by the Executive in connection with the performance of his duties that causes material has caused or is highly likely to cause severe harm to the Company; or (iv) Executive’s continuing failure to perform Executive’s assigned intentional dishonesty by the Executive in the performance of his duties hereunder which has a material dutiesadverse effect on the Company. In the case of any termination for Cause, after receiving written notification the Company shall provide the Executive with a Notice of such failure from Termination (as defined in Section 6) giving the Board that specifies such failure and such failure is not materially cured by Executive within at least thirty (30) days thereafter; written notice of its intent to terminate this Agreement and his employment. The Notice of Termination shall specify (vx) the effective date of his termination and (y) the particular acts or circumstances that constitute Cause for such termination. The Executive shall be given the opportunity within fifteen (15) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause. Within fifteen (15) days after any such explanation or cure, the Company will make its final determination regarding whether Cause exists and deliver such determination to the Executive in writing. If the final decision is that Cause exists and no cure has occurred, the Executive’s material breach of any written agreement between Executive and employment with the Company if such breach shall be terminated for Cause as of the Date of Termination (as defined in Section 6) specified in the Notice of Termination. If the final decision is that Cause does not cured by Executive within thirty (30) days of written notice thereof from exist or a cure has occurred, the Executive’s employment with the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is terminated for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithat that time.

Cause. For purposes Immediately upon written notice by the Company to the Executive of this Agreementa termination for Cause, provided that such notice is given within 90 days after the Chairman of the Executive Committee or the Audit Committee has actual knowledge of the Cause event. “Cause” means and only means any of the following: shall mean (i) the willful misconduct of the Executive (including, without limitation, a conviction ofwillful material violation of the Code of Conduct) with regard to the Company that is materially injurious to the Company (including, without limitation, material financial or reputational harm); provided, however, that no act or failure to act on the Executive’s part shall be considered “willful” unless done, or plea of “guilty” omitted to be done, by the Executive not in good faith or “no contest” to, a felony without reasonable belief that her action or any crime involving fraudulent conduct under omission was not adverse to the laws best interests of the United States or any State by ExecutiveCompany; (ii) the willful and continued failure of the Executive to attempt in good faith to substantially perform the Executive’s duties with the Company (other that any unauthorized use such failure resulting from incapacity due to physical or disclosure by mental illness), which failure is not remedied within 15 business days after written notice from the Company specifying the details thereof; or (iii) the conviction of the Executive of confidential information (or trade secrets the plea by the Executive of guilty or nolo contendere to) any (A) felony or (B) criminal misdemeanor involving fraud, false statements or misleading omissions, embezzlement, bribery, counterfeiting, extortion or an intentional wrongful taking, other than in the case of both (A) and (B), traffic-related offenses or as a result of vicarious liability for acts in which the Executive, except when acting on advice of counsel, had no direct involvement and no actual knowledge; provided, that the Executive may be suspended with full compensation and 6 benefits as if she remained in active service during any period prior to a conviction and after an indictment for such a felony or misdemeanor; or (iv) the Executive’s disqualification or bar by any governmental or self-regulatory authority from serving as Chief Executive Officer of the Company Company, Chairman of the Board or member of the Board, in each case, as a result of disciplinary or similar action and after the conclusion of an appeal from a final administrative determination to a court of first impression; provided, that the Executive may be suspended with full compensation and benefits as if she remained in active service during any successor period prior to the conclusion of such appeal and after such disqualification or affiliate thereof that causes material harm bar. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (i) advance written notice, provided to the Executive not less than five business days prior to the date of termination, setting forth the Company’s intention to consider terminating the Executive, including a statement of the date of termination and the specific basis for such entityconsideration for Cause; (ii) an opportunity for the Executive, but excluding any disclosure required by subpoenatogether with her counsel, court order or applicable lawto be heard before the Board before termination and after such notice; (iii) Executive’s fraud or willful misconduct a duly-adopted resolution of the Board, after such opportunity, stating that causes material harm in accordance with the provisions of the next to last sentence of tins Section 6(d), the Companyactions of the Executive constituted Cause and the basis thereof; and (iv) Executive’s continuing a written determination provided by the Board setting forth the acts and omissions that form the basis of such termination. The failure to perform Executive’s assigned material dutiesinclude any fact in such written determination that contributes to a showing of Cause does not preclude the Company from asserting that fact in enforcing its rights under this Agreement, after receiving provided that such fact is generally within the category (of categories (i)-(iv) enumerated in the definition of “Cause” above) specified as the basis for the Cause termination in the written notification determination and provided, further, in the case of assertions within category (ii) of the definition of “Cause” above, that such failure from later assertion shall not be valid to the extent that, prior to the Cause termination, the Executive had not been given, with respect to such assertion, the required notice and right to effect a remedy. Any determination by the Board that specifies such failure and such failure is not materially cured hereunder shall be made by the affirmative vote of at least a two-thirds majority of the members of the Board (other than the Executive). Any purported termination of employment of the Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable does not meet all substantive and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes procedural requirements of this Agreement, to constitute grounds Section 6 shall be treated for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether all purposes under this Agreement as a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithwithout Cause.

Cause. The Company may terminate the Executive’s employment at any time during the Term for Cause or without Cause. For purposes of this Agreement, “Cause” means and only means any shall mean (1) a breach by the Executive of the following: (i) a conviction ofExecutive’s obligations under this Agreement, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under which constitutes nonperformance by the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of his obligations and duties hereunder, as determined by the Company or any successor or affiliate thereof Board, that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) 15 days of the Executive’s receipt of written notice thereof from the Company that specifies such material breach; Board, (vi2) Executive’s material failure to comply with commission by the Executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company’s reasonable and legal written policies or rules applicable to all executives if such failure , (3) a material breach by the Executive of any restrictive covenants contained within this Agreement that is not cured by Executive within thirty (30) 15 days of the Executive’s receipt of written notice thereof from the Company that specifies such Board, (4) the Executive’s conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material failure; harm, financial or otherwise, to the Company, (5) the willful refusal or intentional failure of the Executive to carry out, or comply with, in any material respect, any lawful and material written directive of the Board (of which the Board will give the Executive written notice of and a reasonable opportunity to remedy), (6) the Executive’s unlawful use (including being under the influence) or possession of illegal drugs, or (vii7) the Executive’s failure willful and material violation of any federal, state, or local law or regulation applicable to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if business which adversely affects the Company has requested that is not cured after written notice from the Board. For purposes of the definition of “Cause”, no act or failure to act on the Executive’s cooperationpart shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. The foregoing definition shall not in any way preclude or restrict Company may suspend the right of Executive’s title and authority pending the Company or any successor or affiliate thereof to discharge or dismiss Executive hearing provided for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for above. For purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause “without Cause” shall be determined mean a termination by the Board in its judgment and discretionCompany of the Executive’s employment during the Term at the Company’s sole discretion for any reason other than a termination based upon Cause, which shall be exercised in good faithdeath or Disability.

Cause. The Company may, at any time, and in its sole discretion, terminate the employment of the Executive hereunder for Cause, effective as of the date (the "Termination Date") of written notice (the "Termination Notice") to the Executive specifying the nature of such Cause. For purposes of this Agreement, “"Cause” means and only means any of " shall mean if the following: Executive (i) a conviction of, fails or plea of “guilty” or “no contest” to, a felony or refuses to act in any crime involving fraudulent conduct under material respect in accordance with the laws reasonable directions of the United States Board of Directors or any State by ExecutiveChief Executive Officer of Apollo or the Company in a manner that would constitute an act of insubordination or is in continuing willful material breach of this Agreement; provided, however, that in such case the Company shall give Executive a Termination Notice specifying the directions the Executive failed to follow or the material breach of this Agreement, and the Executive shall have a reasonable period of time after the date of the notice to cure such action; (ii) any unauthorized use has been convicted of a felony; or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud has committed any act of fraud, misappropriation of funds or willful misconduct that causes material harm embezzlement in connection with his employment. During the cure period referred to the Company; in subsection (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesi), after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and Directors of Apollo may cause the Company to suspend the employment of the Executive hereunder if such breach the conduct of the Executive constituting Cause is not cured by Executive within thirty (30) days of written notice thereof from deemed to have a potential negative affect on the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate as determined in good faith with a governmental or internal investigation by the Board of Directors of Apollo in its sole determination. If the Executive has not cured such action within the specified cure period, the employment of the Company or its directors, officers or employees, if Executive shall be terminated by the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It If the employment of the Executive hereunder is understood terminated pursuant to this Section 7(a), the Company and agreed thatApollo shall have no further obligations to the Executive hereunder after the Termination Date other than the payment of Base Salary accrued and unpaid under Section 4 hereof through the Termination Date, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined or except as otherwise provided by the Board in its judgment and discretion, which shall be exercised in good faithlaw.

Cause. For purposes of this Agreement, “Cause” means and only means any of shall mean the following: Executive’s (i) commission of a conviction of, or plea of “guilty” or “no contest” tofelony, a felony crime of moral turpitude or any crime involving fraudulent conduct under the laws of the United States or any State by Executivecommitted against MFA, other than traffic violations; (ii) any unauthorized use engagement in willful misconduct, willful or disclosure by Executive gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawhis duties under this Agreement; (iii) Executive’s fraud or willful misconduct that causes material harm failure to adhere to the Companylawful directions of the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) Executive’s continuing failure to perform Executive’s assigned breach in any material duties, after receiving written notification respect of such failure from any of the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterprovisions of Section 7 of this Agreement; (v) Executivematerial violation of the Company’s Code of Conduct or any other material breach written policy of any written agreement between Executive the Company, including without limitation, the Company’s nondiscrimination and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breachharassment policy; or (vi) Executive’s breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to comply with the Company’s reasonable act that is alleged to constitute Cause (a “Default”), and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) curable, an opportunity for 20 business days of notice thereof from the Company that specifies date of such material failure; or (vii) Executive’s failure notice in which to cooperate cure such Default, such period to be subject to extension in good faith with a governmental or internal investigation the discretion of the Company or its directorsBoard of Directors and (ii) regardless of whether the Executive is able to cure any Default, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto have been terminated for Cause without (A) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (B) an opportunity for purposes of this Agreementthe Executive, together with his counsel, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined heard by the Board of Directors and (C) delivery to the Executive of a Notice of Termination approved by the Board of Directors, stating its good faith opinion that the Executive has engaged in its judgment and discretionactions or conduct described in the preceding sentence, which shall be exercised notice specifies the particulars of such action or conduct in good faithreasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two weeks of the date of suspension.

Cause. For purposes of this Agreement, “The Company may terminate the Executive's employment for "Cause” means and only means any of ." A termination for Cause is a termination evidenced by a finding adopted in good faith by the following: Board that the Executive (i) willfully and continually failed to substantially perform his duties with the Company (other than a conviction of, failure resulting from the Executive's incapacity due to physical or plea of “guilty” or “no contest” to, mental illness) and such failure continues after written notice to the Executive providing a felony or any crime involving fraudulent conduct under the laws reasonable description of the United States or any State by Executive; basis for the determination that the Executive has failed to perform his duties, (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of indicted for a criminal offense other than misdemeanors not disclosable under the Company or any successor or affiliate thereof that causes material harm to such entityfederal securities laws, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes has breached this Agreement in any material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure respect and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not susceptible to remedy or cure or has not already materially damaged the Company, or is susceptible to remedy or cure and no such damage has occurred, is not cured by Executive within thirty (30) days of or remedied reasonably promptly after written notice thereof from to the Executive providing a reasonable description of the breach, (iv) engaged in conduct to the material detriment of the Company that specifies such material breach; (vi) Executive’s material failure to comply is dishonest, fraudulent, unlawful or grossly negligent or which is not in compliance with the Company’s reasonable 's Code of Conduct or similar applicable set of standards or conduct and legal written policies business practices set forth in writing and provided to the Executive prior to such conduct, or rules applicable to all executives if such failure is not cured by Executive within thirty (30v) days of notice thereof from any regulatory authority, gaming commission, lottery agency or similar authority in any jurisdiction in which the Company that specifies such material failure; is conducting business or (vii) Executive’s failure intends to cooperate in good faith with submit a governmental proposal or internal investigation conduct business finds the Executive unsuitable or unfit to continue to act as a representative, officer, director or employee of the Company or its directorsCompany, officers or employees, if the Company has received notice from such authority of such a finding or the Executive fails to file appropriate applications with, provide requested information to, or otherwise fails to cooperate with, any such authority. No act, nor failure to act, on the Executive’s cooperation. The foregoing definition 's part, shall not be considered "willful" for purposes of (i) 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 any way preclude or restrict the right best interest of the Company or any successor or affiliate thereof Company. Notwithstanding anything contained in this Agreement to discharge or dismiss the contrary, no failure to perform by the Executive for any other acts or omissions, but such other acts or omissions after Notice of Termination is given by the Executive shall not be deemed or construed, constitute Cause for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is Termination for Cause shall be determined by action of the Chairman of the Board after giving the Executive and his legal advisors an opportunity to meet with the Chairman of the Board, contest the basis for termination, and to demonstrate that the Executive's continued employment is in its judgment and discretionthe best interests of the Company. In addition, which shall the Company may require that the Executive take a paid leave of absence if the Chairman of the Board determines that there is a reasonable basis to believe that a regulatory authority, gaming commission, lottery agency or similar authority may likely find the Executive unsuitable or unfit or there are serious concerns regarding the honesty, integrity or possible misconduct of the Executive. During the leave of absence the Executive will be exercised in entitled to demonstrate to the Chairman of the Board that such concerns are unfounded. However, if at any time following three months after the start of the leave of absence, the Chairman of the Board reasonably determines that a continuation of the Executive's employment will jeopardize the good faithstanding of the Company with any such authority, commission or agency, the Company may terminate the Executive for Cause.

Cause. The Company shall be entitled to terminate the Executive's ----- employment for "Cause" without prior written notice. For purposes of this Agreement, “"Cause” means " shall mean that the Executive (1) has plead "guilty" or "no contest" to or has been convicted of an act which is defined as a felony under federal or state law, or (2) engaged in willful misconduct which could reasonably be expected to harm the Company's business or its reputation. For this purpose, an act or failure to act shall be considered "willful misconduct" only if done, or omitted to be done, by the Executive in bad faith and only means any without a reasonable belief that such act or failure to act was in the best interests of the following: Company. The Executive shall not be terminated for Cause unless he has been given written notice by the Board of its intention to so terminate his employment, such notice 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. If such notice is given, 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 fifteen (i15) a conviction of, or plea days of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of notice to the Company or any successor or affiliate thereof that causes material harm to by the Executive, provided he requests such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive hearing within thirty (30) days of the written notice thereof from the Company that specifies Board of its intention to terminate his employment. If the Executive fails to request such material breach; (vi) Executive’s material failure to comply with hearing within the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (3030)-day period specified in the preceding sentence, his employment shall be terminated for Cause effective upon the expiration of such period. If the Executive requests such hearing and, within ten (10) days of notice thereof from following such hearing, the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith Executive is furnished with a governmental 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 conduct constituting Cause (as defined herein), specifying the particulars thereof in reasonable detail, the Executive shall thereupon be terminated for Cause. Any such resolution shall be accompanied by a certificate of the Secretary or internal investigation another appropriate officer of the Company or its directors, officers or employees, if which shall state that such resolution was duly adopted by the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right affirmative vote of a majority of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes members of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithat a duly convened meeting called for such purpose.

Cause. “Cause” for termination shall mean a determination by the Board of Directors in good faith that any of the following events has occurred: (i) indictment of the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to any felony, or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the REIT, DiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of DiamondRock Group property for personal purposes; (iii) the Executive’s willful failure or gross negligence in the performance of the Executive’s assigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive’s receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors; (iv) any act or omission of the Executive that has a demonstrated and material adverse impact on the DiamondRock Group’s reputation for honesty and fair dealing or any other conduct of the Executive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this AgreementSection 2(b), “Cause” means and only means any of the following: (i) a conviction ofact, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesact, after receiving written notification of such failure from based upon authority given pursuant to a resolution duly adopted by the Board that specifies such failure and such failure is not materially cured of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation and in the best interests of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationDiamondRock Group. The foregoing definition shall not in any way preclude or restrict the right cessation of employment of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of the Board of Directors, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed finding that, where in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, that if the Executive is a cure period is specified abovemember of the Board of Directors, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to vote on such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithresolution.

Cause. For purposes of The Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” means and only means with respect to Executive’s termination from employment, shall mean any of the following: : (i1) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from cure the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of this Agreement or any written agreement between Company policy, regulation or guideline; (2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive and to the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from which were rejected or on which the Company that specifies such material breach; took no timely action; (vi3) the Executive’s material failure to comply with misappropriation of any of the Company’s reasonable and legal written policies funds or rules applicable to all executives if such failure is not cured by Executive within thirty property; (304) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith conviction of or entering of a guilty plea or a plea of no contest with respect to, a governmental felony, or internal investigation any other crime which materially and adversely affects the business of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not ability to carry out her duties hereunder and with respect to which imprisonment for a term in any way preclude excess of six (6) months is a possible punishment; (5) the Executive’s conduct, or restrict the right of lack thereof, which results in material economic damage to the Company or any successor its reputation. It is expressly understood that if Executive’s good faith belief was that her conduct or affiliate lack thereof to discharge was in, or dismiss Executive for any other acts or omissionsnot opposed to, but such other acts or omissions the best interest of the Company, then “Cause” shall not be deemed or construed, for purposes of satisfied hereunder; or (6) in the event there is a Change in Control (as used in this Agreement, to constitute grounds a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2003 Stock Incentive Plan as in effect on the date this Agreement becomes effective) for termination for a period of twelve (12) months following the date of such Change in Control, the term “Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive ” shall not be entitled include items (1) through (5) above and shall only mean the following: (A) the Executive materially violates any Company policy, regulation or guideline which Executive fails to cure within sixty (60) days following written notice of such cure periodviolation by the Company to the Executive; or (B) the Executive conviction of or entering of a guilty plea or a plea of no contest with respect to fraudulent or illegal activities which are materially injurious to the Company, monetarily or otherwise. Whether a No termination is of the Executive’s employment hereunder by the Company for Cause shall be determined effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to cure such alleged violation. If she fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board in its judgment and discretiongives a second Notice of Termination to the Executive confirming that a majority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate her for Cause, which the Executive’s employment shall thereupon be exercised in good faithterminated for Cause.

Cause. (a) For purposes the purpose of this Agreement, “Cause,” as used herein, means and only means any of the following (alone or in combination): (b) Executive is convicted of or takes a plea of nolo contendere to a crime involving dishonesty, fraud or moral turpitude; (c) Executive has engaged in any of the following: (i) a conviction offraud, embezzlement, theft or plea of “guilty” or “no contest” toother dishonest acts, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entityunprofessional conduct, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm gross negligence related to the Company; business or (iv) Executiveother conduct that is materially detrimental to the business as determined in the reasonable business judgment of Company; (d) Executive materially violates a significant Company policy (as they may be amended from time to time), such as policies required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Company’s continuing failure Drug Free Workplace Policy or Company’s EEO policies, and does not cure such violation (if curable) within twenty (20) days after written notice from Company; (e) Executive willfully takes any action that significantly damages the assets (including tangible and intangible assets, such as name or reputation) of Company; (f) Executive fails to perform Executive’s assigned material duties in good faith or Executive persistently fails to perform Executive’s duties, and does not cure such failures within ten (10) days after receiving written notification notice from Company or, if notice and cure have previously taken place regarding a similar failure to perform, if the circumstance recurs; (g) Executive uses or discloses (or allows others to use or disclose) Confidential Information, as defined in this Agreement, without authorization; or (h) Executive breaches this Agreement in any material respect and does not cure such breach (if curable) within twenty (20) days after written notice from Company or, if notice and cure have previously taken place regarding a similar breach, if a similar breach recurs. A termination of employment by the Employer for one of the reasons set forth in Section II. 3(a)-(h) above will not constitute cause unless, within the 60-day period immediately following the occurrence of such failure from event, Employer has given written notice to Executive specifying in reasonable detail the Board that specifies event or events relied upon for such failure termination and Executive has not remedied such failure is not materially cured by Executive event or events within thirty twenty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (3020) days of written notice thereof from the Company that specifies receipt of such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithnotice.

Cause. For purposes of The Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” means and only means with respect to Executive’s termination from employment, shall mean any of the following: : (i1) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from cure the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of this Agreement or any written agreement between Company policy, regulation or guideline; (2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive and to the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from which were rejected or on which the Company that specifies such material breach; took no timely action; (vi3) the Executive’s material failure to comply with misappropriation of any of the Company’s reasonable and legal written policies funds or rules applicable to all executives if such failure is not cured by Executive within thirty property; (304) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith conviction of or entering of a guilty plea or a plea of no contest with respect to, a governmental felony, or internal investigation any other crime which materially and adversely affects the business of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not ability to carry out her duties hereunder and with respect to which imprisonment for a term in any way preclude excess of six (6) months is a possible punishment; (5) the Executive’s conduct, or restrict the right of lack thereof, which results in material economic damage to the Company or any successor its reputation. It is expressly understood that if Executive’s good faith belief was that her conduct or affiliate lack thereof to discharge was in, or dismiss Executive for any other acts or omissionsnot opposed to, but such other acts or omissions the best interest of the Company, then “Cause” shall not be deemed or construed, for purposes of satisfied hereunder; or (6) in the event there is a Change in Control (as used in this Agreement, to constitute grounds a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2012 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for termination for a period of twelve (12) months following the date of such Change in Control, the term “Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive ” shall not be entitled include items (1) through (5) above and shall only mean the following: (A) the Executive materially violates any Company policy, regulation or guideline which Executive fails to cure within sixty (60) days following written notice of such cure periodviolation by the Company to the Executive; or (B) the Executive’s conviction or entering of a guilty plea or a plea of no contest with respect to fraudulent or illegal activities which are materially injurious to the Company, monetarily or otherwise. Whether a No termination is of the Executive’s employment hereunder by the Company for Cause shall be determined effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board in its judgment and discretiongives a second Notice of Termination to the Executive confirming that a majority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate him for Cause, which the Executive’s employment shall thereupon be exercised in good faithterminated for Cause.

Cause. For purposes of Wherever reference is made in this AgreementAgreement to termination being with or without Cause, “Cause” means and only means any of the followingshall mean: (i) the Executive repeatedly refuses or fails to perform any of her duties and responsibilities as determined from time to time by the Company, including, without limitation: (a) the Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than for a conviction of, temporary or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under permanent disability) which remains uncured to the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets reasonable satisfaction of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within following thirty (30) days thereafterdays’ written notice from the Company of such alleged fault; and (vb) the Executive’s material breach refusal to comply with any reasonable and lawful directive or policy of any written agreement between Executive and the Company if such breach which refusal is not cured by the Executive within thirty (30) days of such written notice thereof from the Company; provided, that the Company that specifies such shall not be required to give the Executive more than two cure periods with respect to this clause (i); (ii) the Executive acts (including a failure to act) in a manner which constitutes gross and willful misconduct or gross negligence in the performance of her duties; (iii) the Executive commits a material breachact of fraud, personal dishonesty or misappropriation relating to the Company or its affiliates; (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto; (v) a breach by the Executive of a material provision of this Agreement or any other written agreement with the Company; (vi) the Executive’s indictment for or conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material failure to comply with the Company’s reasonable and legal written policies dishonesty or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failuremoral turpitude; or (vii) the Executive’s failure to cooperate in good faith with a governmental habitual or internal investigation repeated misuse of, or habitual or repeated performance of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude duties under the influence of, alcohol or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithcontrolled substances.

Cause. For purposes of this Agreement, The Company may terminate the Executive’s employment hereunder by written notice given to the Executive for Cause or without Cause. Termination for “Cause” means and only means any of the followingshall mean termination because: (i) Executive has intentionally committed an act of dishonesty, embezzlement, fraud or theft in his relations with the Company in such a conviction ofmanner as to cause material loss, damage or plea of “guilty” injury to or “no contest” tootherwise to materially endanger the business, a felony property, reputation or any crime involving fraudulent conduct under the laws employees of the United States or any State by Executive; Company, (ii) any unauthorized use Executive has repeatedly abused alcohol or disclosure by drugs in a manner materially adversely affecting his job performance, (iii) Executive has been found guilty of confidential information or trade secrets has plead nolo contendere to the commission of a felony offense involving dishonesty; or (iv) Executive has caused material loss, damage or injury to or otherwise materially endangered the property, reputation or employees of the Company or any successor or affiliate thereof that causes material harm due to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iiihis act(s) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereaftergross negligence; (v) Executive’s insubordination or other willful violation of a material oral directive or a material written policy of the Company; or (vi) breach of any written agreement between Executive and material provision of this Agreement; provided, however, that the Company if such breach is not cured by Executive within thirty occurrence of item (30v) days of written notice thereof from the Company that specifies such material breach; or (vi) Executive’s material failure of this Section 1.6(b) shall not constitute Cause unless the Board notifies the Executive thereof in writing, specifying in reasonable detail the nature of such occurrence and stating that it is grounds for Cause, and unless the Executive fails to comply with cure such occurrence within 10 days after notice is given under this Agreement. If the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate Board reasonably determines in good faith with a governmental that the Executive has failed to cure the conditions which are grounds for Cause under item (v) or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes (vi) of this AgreementSection 1.6(b) within 10 days after such notice is given, the Board will provide the Executive with notification of such determination and allow the Executive to constitute respond and to defend himself before the Board of Directors within a reasonable time (not to exceed 10 days) after such notification. After which, the Board of Directors will make a reasonable and good faith determination as to whether the Executive has cured the conditions which are grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. The Company may terminate Executive’s employment hereunder immediately for Cause. For purposes of this Agreement, the Company shall have “Cause” means and only means to terminate Executive’s employment upon the occurrence of any of the following: : i. the willful and continued failure by Executive to substantially perform his material duties or obligations hereunder (i) other than any such failure resulting from Executive’s incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Executive has not substantially performed his duties or obligations, and provides the Executive with at least 30 days to effect a cure; ii. the willful engaging by Executive in misconduct which, in the reasonable opinion of the Board, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company; iii. the conviction of, or plea of “guilty” or “no contest” to, a Executive of any felony or any crime involving fraudulent conduct under misdemeanor punishable by up to one year in jail or the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure entry by Executive of confidential information any plea of nolo contendere in response to an indictment for a crime involving moral turpitude; iv. Executive abuses alcohol, illegal drugs or trade secrets other controlled substances which impact Executive’s performance of his duties or uses, possesses or is impaired by or under the influence of illegal drugs or controlled substances on the premises of the Company or any successor of its subsidiaries or affiliate thereof while working or representing the Company or any of its subsidiaries, provided that causes the Executive may consume alcohol in reasonable amounts when made available at a Company or client function or meal; or v. the material harm breach by Executive of a material term or condition of this Agreement. vi. the commission or attempted commission of any act of willful misconduct or fraud, misappropriation of property belonging to such entitythe Company, but excluding embezzlement or similar acts of dishonesty related to the Company, or its owners, officers, employees, agents, or any disclosure required by subpoenarelated companies, court order or applicable law; (iii) Executive’s fraud or any of its customers vii. intentional and willful misconduct that causes material harm may subject the Company to criminal or civil liability, including but not limited to engaging in any discriminatory or sexually harassing behavior; viii. breach of the Executive’s duty of loyalty to the Company or diversion or usurpation of corporate opportunities properly belonging to the Company; (iv) For purposes of this Section 8(c), no act, or failure to act, on Executive’s continuing failure part shall be considered “willful” if it was done, or omitted to perform Executive’s assigned material dutiesbe done, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate him in good faith and with a governmental the reasonable belief that his action or internal investigation omission was in the best interest of the Company or its directorsCompany. Notwithstanding the foregoing, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions employment shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is have been terminated for Cause shall be determined by without the Board following delivery to Executive of a Notice of Termination in its judgment and discretion, which shall be exercised in good faithaccordance with Section 8(e).

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” means and only means any of the followingshall mean: (i) a any act of material insubordination on the part of the Executive; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of “guilty” guilty or “no contest” nolo contendere to, the Executive with respect to a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive(other than a traffic violation); (iiiv) the commission (or attempted commission) of any unauthorized use act of fraud or disclosure dishonesty by the Executive of confidential information which is materially detrimental to the business or trade secrets reputation of the Company or any successor of its divisions, subsidiaries or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafteraffiliates; (v) Executivethe engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material breach non-compliance with any financial reporting requirement within the meaning of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days Section 304 of written notice thereof from the Company that specifies such material breachThe Sarbanes Oxley Act of 2002; (vi) the Executive’s material failure to comply with breach of any of the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days covenants set forth in Article IV of notice thereof from the Company that specifies such material failurethis Agreement; or (vii) the Executive’s failure refusal to cooperate in good faith with a governmental or internal investigation follow reasonable and lawful directives of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationBoard of Directors without a valid reason for such refusal. The foregoing definition shall not in any way preclude or restrict the right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Company’s learning of such other act or acts or omissions failure or failures to act. Executive shall not be deemed or construed, for purposes of this Agreementhave 20 days after the date that such written notice has been given to him in which to cure such conduct, to constitute grounds for termination the extent such cure is possible. If he fails to cure such conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within 25 days of such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. It is understood and agreed thatIf, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedwithin five days following such hearing, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined furnished written notice by the Board confirming that, in its judgment and discretionjudgment, which grounds for Cause on the basis of the original notice exist, he shall thereupon be exercised in good faithterminated for Cause.

Cause. The Corporation may terminate Executive's employment hereunder for Cause, as such term is hereinafter defined. For purposes of this Agreement, “Cause” means and only means any of the following: termination for Cause shall include termination based on (i) a conviction of, or plea Executive's material breach of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure this Agreement which is not materially cured by fully within ten (10) days after written notice to Executive within identifying such breach, provided that such ten (10) day period shall be extended to thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive reasonably susceptible of cure within thirty ten (3010) days of written notice thereof from the Company that specifies and Executive has commenced to cure and is then proceeding with diligence to cure such material breach; (viii) Executive’s material failure conviction of Executive for (A) any crime committed during the Initial Term or Extended Term of this Agreement constituting a felony in the jurisdiction in which committed, (B) any crime committed during the Initial Term or Extended Term of this Agreement involving moral turpitude (whether or not a felony) or (C) any other act committed during the Initial Term or Extended Term of this Agreement against the Corporation involving dishonesty or willful misconduct intended to comply with or having the Company’s reasonable effect of materially injuring the Corporation (whether or not a crime); (iii) habitual and legal written policies excessive use of alcohol or rules applicable to all executives if such failure is not cured controlled substances other than for therapeutic reasons; (iv) indictment of Executive by Executive within thirty (30) days a grand jury for a felony violation of notice thereof from the Company that specifies such material failurefederal securities laws; or (viiv) Executive’s failure to cooperate 's gross negligence in good faith with a governmental or internal investigation the performance of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationhis duties. The foregoing definition Board shall not have the authority to make the determinations with respect to termination for Cause provided for under this subparagraph. If Executive's employment shall be terminated pursuant to this subparagraph, the Corporation shall pay Executive his full salary through the date of termination at the rate in any way preclude or restrict effect at the right time notice of termination is given and the Company or any successor or affiliate thereof Corporation shall have no further obligations to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes under the terms of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. For The Company may terminate Executive's employment for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of Executive’s termination for Cause. "Cause" shall mean, for purposes of this Agreement, “Cause” means and only means any of the following: (i) a conviction of, the continued failure by Executive to use good faith efforts in the performance of Executive's duties under this Agreement (other than any such failure resulting from Disability or plea other allowable leave of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executiveabsence); (ii) any unauthorized use the criminal felony indictment (or disclosure non-U.S. equivalent) of Executive by Executive a court of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawcompetent jurisdiction; (iii) Executive’s fraud or willful the engagement by Executive in misconduct that causes has caused, or, is reasonably likely to cause, material harm (financial or otherwise) to the Company, including (A) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company, (B) the debarment of the Company by the U.S. Food and Drug Administration or any successor agency (the "FDA") or any non-U.S. equivalent, or (C) the registration of the Company with the U.S. Drug Enforcement Administration of any successor agency (the "DEA") being revoked; (iv) the debarment of Executive by the FDA; (v) the continued material breach by Executive of this Agreement; (vi) any material breach by Executive of a Company policy; (vii) any breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a certification relating to the Company's financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s continuing failure 's termination (other than as described in clauses (ii), (iv) and (vii) above), the Company must deliver a written demand to perform Executive’s assigned material duties, after receiving written notification Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company's actual knowledge of such failure from the Board that specifies conduct, events or circumstances, and Executive must have failed to cure such failure and such failure is not materially cured by Executive conduct (if curable) within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and after such demand. References to the Company if such breach is not cured by Executive within thirty in subsections (30i) days through (viii) of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with this paragraph shall also include affiliates of the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. For The Company may terminate this Agreement and Executive's employment for "Cause", which shall be: (1) Executive's willful and material breach of this Agreement (which remains uncured at the end of a 30-day period); provided, that none of the following shall constitute Cause for purposes of this Agreementclause (1): isolated incidences of (A) bad judgement, “Cause” means and only means any of the following: (iB) a conviction ofnegligence, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (iiC) any unauthorized use act or disclosure by omission that Executive believed in good faith to have been in or not opposed to the interest of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv2) Executive’s 's gross negligence in the performance or intentional nonperformance (in either case continuing failure to perform Executive’s assigned material duties, for 30 days after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days receipt of written notice thereof from the Company that specifies such of need to cure) of any of Executive's material breachduties and responsibilities hereunder; (vi3) Executive’s material failure 's dishonesty or fraud with respect to comply with the Company’s reasonable and legal written policies business, reputation or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days affairs of notice thereof from the Company that specifies such material failureAMPAM Companies; or (vii4) Executive’s 's conviction of a felony crime involving moral turpitude. Any termination for Cause must be approved by a 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 cooperate act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith with a governmental and/or without reasonable belief that Executive's action or internal investigation omission was in the best interest of the Company or its directors, officers or employees, if Company. Notwithstanding the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedforegoing, Executive shall not be entitled deemed to such cure periodhave been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination and a copy of a resolution duly adopted by the Board, finding that, in the good faith opinion of the Board, Executive was guilty of conduct set forth above and specifying the particulars thereof in detail. Whether In the event of a termination is for Cause, Executive shall have no right to any severance compensation. i. The Company may not terminate Executive's employment for Cause unless: (1) no fewer than 30 days prior to the Date of Termination, the Company provides Executive with written notice (the "Notice of Consideration") of its intent to consider termination of Executive's employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (2) for a period of not less than 25 days after the date Notice of Consideration is provided, Executive shall have the opportunity to appear before the Board, with or without legal representation, at Executive's election, to present arguments and evidence on his own behalf; and (3) following the presentation to the Board as provided in (2) above or Executive's failure to appear before the Board at a date and time specified in the Notice of Consideration (which date shall not be more than 30 days after the date the Notice of Consideration is provided), Executive may be terminated for Cause only if the Board, by majority vote of its eligible voters, determines that the actions or inactions of Executive specified in the Notice of Consideration, or reasonably related and/or later-discovered actions or inactions, occurred, that such actions or inactions constitute Cause, and that Executive's employment should accordingly be terminated for Cause; ii. Unless the Company (A) complies with the substantive and procedural requirements of this Section 4.c. prior to a Termination of Employment for Cause, and (B) concludes, in its good faith discretion that Executive's action or inaction specified in the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be determined deemed a termination without Cause for all purposes of this Agreement. iii. After providing a notice of need to cure or Notice of Consideration pursuant to the provisions of this Section 4.c., the Board may, by the affirmative vote of all of its members (excluding for this purpose Executive if he is a member of the Board, and any other member of the Board reasonably believed by the Board to be at fault in its judgment and discretionthe events leading to issuing the Notice of Consideration), which shall be exercised in good faithsuspend Executive with pay until a final determination pursuant to this Section 4.c. has been made.

Cause. For purposes of The Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” means and only means with respect to Executive’s termination from employment, shall mean any of the following: : (i1) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from cure the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of this Agreement or any written agreement between Company policy, regulation or guideline; (2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive and to the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from which were rejected or on which the Company that specifies such material breach; took no timely action; (vi3) the Executive’s material failure to comply with misappropriation of any of the Company’s reasonable and legal written policies funds or rules applicable to all executives if such failure is not cured by Executive within thirty property; (304) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith conviction of or entering of a guilty plea or a plea of no contest with respect to, a governmental felony, or internal investigation any other crime which materially and adversely affects the business of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not ability to carry out his duties hereunder and with respect to which imprisonment for a term in any way preclude excess of six (6) months is a possible punishment; or (5) the Executive’s conduct, or restrict the right of lack thereof, which results in material economic damage to the Company or any successor its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or affiliate lack thereof to discharge was in, or dismiss Executive for any other acts or omissionsnot opposed to, but such other acts or omissions the best interest of the Company, then “Cause” shall not be deemed or construed, for purposes satisfied hereunder. No termination of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is Executive’s employment hereunder by the Company for Cause shall be determined effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board in its judgment and discretiongives a second Notice of Termination to the Executive confirming that a majority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate him for Cause, which the Executive’s employment shall thereupon be exercised in good faithterminated for Cause.

Cause. The term “Termination for Cause” shall mean termination because of an act or acts of gross misconduct, willful neglect of duties or the conviction of a felony or equivalent violation of law or any other act or failure to act that materially damages the reputation of the Company as determined by the Board in its sole discretion after a good faith investigation. For purposes the purpose of this AgreementSection, no act or failure to act on Executive’s part shall be “Causewillful” means and only means any unless done or omitted to be done without the reasonable belief that the action or omission was made in the best interests of the following: Company and its Subsidiaries. Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to her a Notice of Termination (as provided in this subsection below) which shall include a copy of a resolution duly adopted by the affirmative vote of not less than seventy-five percent (75%) of the independent members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of at least 75% of the independent members of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the relevant facts supporting the Termination for Cause. On such date of Termination for Cause, (i) a conviction of, any unvested stock options and related limited rights and any unvested awards shall become null and void and shall not be exercisable by or plea of “guilty” or “no contest” to, a felony or delivered to Executive at any crime involving fraudulent conduct under the laws of the United States or any State by Executivetime subsequent to such Termination for Cause; and (ii) any unauthorized use or disclosure by Executive the Company’s sole liability shall be limited to the payment of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesBase Salary and benefits through such date of termination, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive which shall be paid in a lump sum cash amount within thirty (30) days thereafter; (v) following Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof separation from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationservice. The foregoing definition shall not in any way preclude or restrict the right Date of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Termination For Cause shall be determined by to be the Board date on which the Notice of Termination is delivered to Executive, or in its judgment and discretionthe event the Company is unable to reasonably locate Executive, which shall be exercised in good faiththree (3) business days after delivery of such Notice of Termination to the Executive’s last known address.

Cause. Executive’s employment with the Company may be terminated by the Company with or without Cause. For purposes of this Agreement, “Cause” means and only means any of the followingshall mean: (i) a conviction of, or plea the continued failure of “guilty” or “no contest” to, a felony Executive to perform substantially Executive’s duties with the Company or any crime involving fraudulent conduct under the laws of its affiliates or Executive’s material disregard of the United States directives of the CEO or the Board (in each case other than any State such failure resulting from any medically determined physical or mental impairment) that is not cured by Executive within 20 calendar days after a written demand for substantial performance is delivered to Executive by the Company which specifically identifies the manner in which the CEO or the Board believes that Executive has not substantially performed Executive’s duties or disregarded a directive; (ii) willful material misrepresentation at any unauthorized use or disclosure time by Executive of confidential information to the CEO or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawBoard; (iii) Executive’s fraud commission of any act of fraud, misappropriation (other than misappropriation of a de minimis nature) or willful misconduct that causes material harm to embezzlement against or in connection with the CompanyCompany or any of its affiliates or their respective businesses or operations; (iv) Executive’s continuing failure to perform Executive’s assigned material dutiesa conviction, after receiving written notification guilty plea or plea of such failure from the Board that specifies such failure and such failure is not materially cured by nolo contendere of Executive within thirty (30) days thereafterfor any crime involving dishonesty or for any felony; (v) Executivea material breach by Executive of his fiduciary duties of loyalty or care to the Company or any of its affiliates or a material violation of the Company’s Code of Business Conduct and Ethics or any other material breach of any written agreement between Executive and a Company policy, as the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof same may be amended from the Company that specifies such material breachtime to time; (vi) Executive’s material failure the engaging by Executive in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to comply with the Company’s reasonable and legal written policies business or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failurefinancial condition; or (vii) Executive’s failure a material breach by Executive of his obligations under Section 7, 8 or 9 of this Agreement that is not cured (if curable) by Executive within 20 calendar days after written demand for such cure is delivered to cooperate in good faith with a governmental or internal investigation of Executive by the Company or its directors, officers or employees, if which specifically identifies the manner in which the Company believes that Executive has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithmaterially breached his obligations.

Cause. For purposes of this Agreement, “Cause” means and only means any of the following: shall mean (i) the Executive has been convicted or entered a conviction of, or plea of “guilty” guilty or “no contest” to, nolo contendere in a federal or state court of a crime classified as a felony or any a crime involving fraudulent conduct under the laws of the United States or any State by Executivemoral turpitude; (ii) action or inaction by the Executive (A) that constitutes embezzlement, theft, misappropriation or conversion of assets of any unauthorized use Company Entity which alone or disclosure by Executive together with related actions or inactions involve assets of confidential information more than a de minimis amount or trade secrets that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to the Executive’s office, and (B) such action or inaction has adversely affected or is likely to adversely affect the business of the Company Entities, taken as a whole, or has resulted or is intended to result in a direct or indirect gain or personal enrichment of the Executive (or the Executive’s relatives or other similar close relations, as applicable) to the detriment of any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable lawCompany Entity; (iii) the Executive has been grossly inattentive to, or in a grossly negligent manner failed to competently perform, the Executive’s fraud or willful misconduct that causes material harm to job duties and the failure was not cured within 30 days after written notice from the Company; (iv) Executive’s continuing failure to perform Executive’s assigned breach by the Executive of any material duties, after receiving written notification provision of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterthis Agreement; (v) Executive’s material breach violation of any written Company’s Code of Conduct, or term of any agreement between the Executive and the Company; or (vi) substantial or habitual abuse of alcohol and/or drugs, including prescription medication or similar substances that impair the Executive’s job performance. Any termination of the Executive’s employment by the Company if such breach is not cured for Cause shall be communicated by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) to the Executive, which notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s material failure to comply with employment under this provision (the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days “Notice of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperationTermination”). The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construedto have been terminated for Cause unless and until (x) the Executive receives a Notice of Termination from the Company; (y) the Executive is given the opportunity to be heard before the Board; and (z) the Board finds in its good faith opinion, the Executive engaged in the conduct set forth in the Notice of Termination. The Board may retroactively deem a termination of the Executive’s employment to have been for purposes “Cause” if circumstances constituting “Cause” existed prior to the Executive’s date of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified abovetermination, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled become known to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithafter the date of termination.

Cause. The Company may terminate the Executive's employment ----- during the Employment Period for Cause. For purposes of this Agreement, “"Cause” means and only means any of the following" shall mean: (i) a conviction ofgross misconduct by the Executive in the execution of the Executive's professional duties which is materially injurious to the Company or Ladder, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by a material breach of a material obligation of the Executive under this Agreement, which is not remedied within 30 days after receipt of confidential information or trade secrets written notice from the Board of Directors of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iiithe "Board") Executive’s fraud or willful misconduct that causes material harm delivered to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification Executive within 90 days of such failure from claimed act or breach specifically delineating each such claimed act or breach and setting forth the Board that specifies such failure and such failure is not materially cured by Company's intentions to terminate the employment of the Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by remedied (the "Board Notice"); provided, that if the specified breach -------- cannot reasonably be remedied within such 30-day period and Executive commences reasonable steps within thirty (such 30) -day period to remedy such breach and diligently continues such steps thereafter until a remedy is effected, such breach shall not constitute "Cause", provided that such breach is remedied within 60 days after receipt of written notice thereof from the Company that specifies such material Board. If the breach is not remedied within the cure period, notwithstanding Section 3(e), the Date of Termination shall be the date on which the Executive received the Board Notice. Further, no breach; (vi) Executive’s material , act or failure to comply with act on the Company’s reasonable and legal written policies or rules applicable to all executives Executive's part shall constitute "Cause" if such breach, act or failure is not cured by Executive within thirty (30) days of notice thereof to act resulted from the Company that specifies Executive's incapacity due to physical or mental illness or any such material failure; actual or anticipated breach, act or failure to act resulting from a resignation by the Executive for Good Reason, or (viiiii) Executive’s failure conviction of a felony which is materially injurious to cooperate in good faith with a governmental or internal investigation of the Company or its directorsLadder. Notwithstanding the foregoing, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by a majority of the entire 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), finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth in clause (i), (ii) or construed, for purposes (iii) of this Agreement, to constitute grounds for termination for Cause. It is understood section and agreed that, where a cure period is specified above, but specifying the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithparticulars thereof.

Cause. For purposes of this Agreement, “Agreement "Cause” means and only means any of the following: " shall mean (i) a conviction of----- your theft or embezzlement, or plea attempted theft or embezzlement, of “guilty” money or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets property of the Company or any successor of its subsidiaries, your perpetration or affiliate thereof that causes material harm attempted perpetration of fraud, or your participation in a fraud or attempted fraud, on the Company or any of its subsidiaries or your unauthorized appropriation of, or your attempt to such entitymisap-propriate, but excluding any disclosure required by subpoenasubstantial tangible or intangible assets or property of the Company or any of its subsidiaries, court order (ii) your conviction of any criminal felony involving the Company or applicable law; any of its subsidiaries, or (iii) Executive’s fraud or your willful misconduct that causes material harm failure to substantially follow any reasonable instructions of the Board and/or other policies of the Company; (iv) Executive’s continuing , which failure to perform Executive’s assigned material duties, is not corrected within 15 business days after receiving written notification of such failure you receive notice from the Board describing such failure. You shall not be deemed to have been terminated for Cause unless the Company has delivered to you a written notice specifying in reasonable detail the facts and circumstances that specifies such failure are the basis for terminating your employment with the Company for Cause. Should the Company and such failure is you be unable to agree on whether or not materially cured by Executive the your conduct, acts or omissions constitute Cause within thirty (30) business days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply after your employment with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict been terminated, the right of the Company or any successor or affiliate thereof controversy as to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for whether your conduct constitutes Cause shall be determined settled exclusively by arbitration in accordance with the requirements of the labor arbitration rules of the American Arbitration Association then in effect. Arbitration shall commence upon the appointment of arbitrators mutually agreeable to the parties and shall continue, without interruption unless required by the Board arbitrator(s), with the written decision of the arbitrator(s) to be issued within one-hundred fifty (150) business days after filing a Notice of Arbitration. All expenses and fees incurred in its judgment and discretion, which the conduct of the arbitration shall be exercised in good faithborne by the parties equally. Each party shall bear its own respective attorneys' and other legal fees and any decision, award or order by arbitration shall be binding upon the parties hereof.

Cause. For purposes of this Agreement, “Cause” means and only means any of the following: will mean: (i) a Acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations under this Agreement or otherwise relating to the business of the Company, repeated instances of neglect of Executive’s duties after notice of such neglect, or failure or refusal to carry out lawful directions from the Board with respect to Executive’s obligations under this Agreement or otherwise relating to the business of the Company; (ii) Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company, if taken with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive; (iii) Executive’s conviction of, or plea of “guilty” or “no contest” nolo contendere to, a felony that the Board reasonably believes has had or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes will have a material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to detrimental effect on the Company; ’s reputation or business; (iv) Executive’s continuing failure A breach of any fiduciary duty owed to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured Company by Executive within thirty (30) days thereafter; that has a material detrimental effect on the Company’s reputation or business; (v) Executive’s material breach Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of any written agreement between whether or not Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; admits or denies liability); (vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s material failure to comply waive attorney-client privilege relating to communications with the CompanyExecutive’s reasonable and legal written policies or rules applicable to all executives if such failure is own attorney in connection with an Investigation will not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failureconstitute “Cause”; or or (vii) Executive’s failure to cooperate in good faith with a disqualification or bar by any governmental or internal investigation self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to constitute grounds for termination for Causecause the disqualification or bar to be lifted or the license replaced. It is understood and agreed thatWhile any disqualification, where a cure period is specified above, but the condition constituting Cause is legally incapable of being curedbar or loss continues during Executive’s employment, Executive shall will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive’s employment is not permissible, Executive will be entitled placed on leave (which will be paid to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithextent legally permissible).

Cause. For purposes of this Agreement, ANLBC may terminate Executive’s employment hereunder for “Cause.” “Cause” means and only means any of the following: shall mean (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iiia) Executive’s fraud breach of or willful failure to observe any provision or term of this Agreement in any material respect, including, without limitation, any material breach of MLB Rules and Regulations or ANLBC’s or its parent company’s policies or standards of business conduct, provided that if such breach or performance issue is curable, Executive had received written notice and ten (10) business days to cure such breach or performance issue, and that Executive failed, in ANLBC’s sole and reasonable discretion, to cure such breach; (b) in ANLBC’s sole and reasonable discretion, Executive’s engaging in misconduct that causes is reasonably likely to cause material harm damage to the Companybusiness or reputation of ANLBC, any affiliate of ANLBC, or any personnel thereof; (ivc) Executive’s continuing failure engaging in any gross negligence, or gross misconduct in connection with the performance of her duties hereunder, which, in ANLBC’s sole and reasonable discretion and judgment, is, or is likely to perform Executive’s assigned material dutiesbe, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafterinjurious to ANLBC, its financial condition, or its reputation; (vd) Executive’s engaging in improper or unethical business activity, in ANLBC’s sole and reasonable discretion, including, but not limited to, fraud, misappropriation, embezzlement, dishonesty, harassment or discrimination in violation of ANLBC policies, willful or negligent destruction of ANLBC property; (e) material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty statutory or common law duty of loyalty to ANLBC; or (30) days of written notice thereof from the Company that specifies such material breach; (vif) Executive’s material failure charge with, conviction of or plea of guilty or nolo contendere or no contest with respect to: (A) any felony or any misdemeanor involving fraud, dishonesty, moral turpitude, or a breach of trust (including pleading guilty or nolo contendere to comply a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days business of notice thereof from the Company that specifies such material failure; ANLBC, or (viiB) Executive’s failure to cooperate in good faith any crime connected with a governmental or internal investigation the business of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faithANLBC.

Cause. For purposes of this Agreement, “Cause” means and only means any of the following: will mean: (i) Executive’s willful, material and continued failure to perform the duties and responsibilities of his position (other than as a result of Executive’s illness or injury) after there has been delivered to Executive a written demand for performance from the CEO which describes the basis for the CEO’s belief that Executive has not substantially performed his duties and provides Executive with thirty (30) days to take corrective action; (ii) Any willful and material act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention that such action may result in the substantial personal enrichment of Executive; (iii) Executive’s conviction of, or plea of “guilty” or “no contest” nolo contendere to, a felony that the Board in good faith believes has or will have a material detrimental effect on the Company’s financial condition or reputation; (iv) A willful breach of any fiduciary duty owed to the Company by Executive that has a material detrimental effect on the Company’s financial condition or reputation; (v) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action (regardless of whether or not Executive admits or denies liability), which the Board in good faith determines will have a material detrimental effect on the Company’s financial condition or reputation; (vi) Executive entering any cease and desist order with respect to any action which would bar Executive from service as an executive officer or member of a board of directors of any publicly-traded company (regardless of whether or not Executive admits or denies liability); (vii) Executive (A) obstructing or impeding; (B) endeavoring to obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any crime involving fraudulent conduct under the laws of the United States governmental or any State by self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iiiviii) Executive’s fraud disqualification or willful misconduct that causes material harm to bar by any governmental or self-regulatory authority from serving in the Company; capacity contemplated by this Agreement, if (ivA) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within disqualification or bar continues for more than thirty (30) days thereafter; days, and (vB) during that period the Company uses its commercially reasonable efforts to cause the disqualification or bar to be lifted. While any disqualification or bar continues during Executive’s material breach of any written agreement between employment, Executive and will serve in the Company capacity contemplated by this Agreement to whatever extent legally permissible and, if such breach Executive’s employment is not cured by permissible, Executive within thirty will be placed on administrative leave (30) days of written which will be paid to the extent legally permissible). Other than for a termination pursuant to Section 10(a)(iii), Executive shall receive notice thereof from and an opportunity to be heard before the Company that specifies such material breach; (vi) Board with Executive’s material failure own attorney before any termination for Cause is deemed effective. Notwithstanding anything to comply the contrary, the Board may immediately place Executive on administrative leave (with full pay and benefits to the Company’s reasonable extent legally permissible) and legal written policies or rules applicable suspend all access to all executives if such failure is not cured by Company information, employees and business should Executive within thirty (30) days wish to avail himself of notice thereof from his opportunity to be heard before the Company that specifies such material failure; or (vii) Executive’s failure Board prior to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood If Executive avails himself of his opportunity to be heard before the Board, and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled then fails to such cure period. Whether a termination is for Cause shall be determined by make himself available to the Board in its judgment within five (5) business days of such request to be heard, the Board may thereafter cancel the administrative leave and discretion, which shall be exercised in good faithterminate Executive for Cause.