Common use of Cause Clause in Contracts

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The 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 written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any 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 subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that xxxxx or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that xxxxx or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not 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 fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the right sole discretion to terminate the Executive's employment for Cause. For purposes hereofdetermine whether such a breach or violation is subject to cure, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to if so, whether the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board successfully effected a cure following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessnotice.

Cause. The Company term “Cause” used in connection with the termination of employment of the Executive shall have the right same meaning ascribed to terminate the Executive's such term in any employment for Cause. For purposes hereof, a termination by or severance agreement then in effect between Executive and the Company for "or one of its subsidiaries or, if no such agreement containing a definition of “Cause" ” is then in effect, shall mean the termination by action of at least two-thirds Executive’s employment only because the Board determines that one or more of the non-management membership following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of the Board at a meeting duly called and held upon at least 15 any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days prior after written notice to the such Executive specifying in reasonable detail the particulars nature of the action or inaction alleged to constitute "Cause" because of such breach; (iii) the Executive's willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or 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, of such Executive of any willful and material violation of any federal or plea state law or regulation directly related to the business of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) or any other crime involving moral turpitude willful misconduct by such Executive which subjectsis materially injurious to the financial condition or business reputation of, or if generally known, would subject, is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to public ridicule include any other portfolio companies of Vestar other than the Company or embarrassmentits subsidiaries), (ii) fraud or other willful misconduct by the Executive in respect including, without limitation, a breach of the Executive's obligations under this Agreement’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty which remains uncured for 30 days prior after written notice to such Executive specifying in reasonable detail the Executive nature of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessmisconduct.

Cause. The Executive’s employment with the Company shall have may be terminated by the right to terminate the Executive's employment for Company with or without Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) the continued failure of Executive to perform substantially Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving ’s duties with the Company or any of its subsidiariesaffiliates or Executive’s material disregard of the directives of the Board (in each case other than any 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 Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties or disregarded a directive of the Board; (ii) willful material misrepresentation at any time by Executive to the Board; (iii) Executive’s commission of any act of fraud, misappropriation (other than misappropriation of a de minimis nature) or any other crime involving moral turpitude which subjects, embezzlement against or if generally known, would subject, in connection with the Company or any of its subsidiaries affiliates or their respective businesses or operations; (iv) a conviction, guilty plea or plea of nolo contendere of Executive for any crime involving dishonesty or for any felony; (v) a material breach by Executive of his fiduciary duties of loyalty or care to public ridicule the Company or embarrassmentany of its affiliates or a material violation of the Company’s Code of Business Conduct and Ethics or any other material breach of a Company policy, as the same may be amended from time to time; (iivi) fraud or other willful misconduct the engaging by the Executive in respect illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; or (vii) a material breach by Executive of the Executive's his obligations under Section 7, 8, 9 or 11 of this AgreementAgreement that, in the case of Sections 7, 8 or (iii) willful refusal or continuing failure to attempt11, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured (if curable) by Executive within 20 calendar days after written demand for such cure is delivered to Executive by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Board which specifically identifies the manner in which the Board believes that Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesshas materially breached his obligations.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" shall mean termination by action of at least two-thirds ” means and only means any of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following: (i) the Executive's a conviction of, or plea of guilty “guilty” or nolo contendere “no contest” to, a felony or any felony crime involving fraudulent conduct under the laws of the United States or any State by Executive; (whether ii) any unauthorized use or not involving 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, 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 subsidiaries) directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any other crime involving moral turpitude which subjects, way preclude or if generally known, would subject, 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 its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attemptconstitute grounds for termination for Cause. It is understood and agreed that, without proper cause andwhere a cure period is specified above, other than by reason but the condition constituting Cause is legally incapable of illnessbeing cured, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted entitled to such cure period. Whether a termination is for Cause shall be determined by the Executive intentionally Board in its judgment and without the Executive's reasonable belief that the Executive's action or inaction was discretion, which shall be exercised in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessgood faith.

Cause. The Company shall have the right to may terminate the Executive's Employee’s employment hereunder for CauseCause (as defined below) at any time upon delivery of written Notice of Termination (as defined below) to the Employee. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of (1) the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because conviction of (i) or the Executive's conviction of, or plea of guilty or no contest to) a felony, as evidenced by a judgment, order or decree of, or acceptance of a plea of nolo contendere to(or similar plea) by, any felony (whether or not involving a court of competent jurisdiction, which the Company or any Board reasonably determines is likely to have a material adverse effect on the ability of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries Employee to public ridicule or embarrassmenteffectively perform the Employee’s duties, (ii2) fraud unreasonable neglect or other willful misconduct refusal by the Executive in respect Employee to perform the Employee’s duties or responsibilities that remains uncured for at least ten (10) days following the Employee’s receipt of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's such neglect or refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with (3) the provisions Employee’s performance of this Agreement. Action an act or inaction failure to perform an act which, if the Employee were prosecuted and convicted, would constitute a felony, (4) a material violation by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests Employee of the Company’s established policies and procedures that remains uncured for at least ten (10) days following the Employee’s receipt of written notice of such violation from the Board, and (5) the breach by the Employee of any of the Employee’s material obligations under this Agreement that remains uncured for at least ten (10) days following the Employee’s receipt of written notice of such breach from the Board; provided that the Employee shall not include failure have any opportunity to cure any material breach of Section 8 or Section 9 hereof, or (6) the Employee’s commission of an act of fraud, misappropriation or embezzlement against the Company. A determination of whether the Employee’s actions justify termination for Cause and the date on which such termination is effective shall in each case be made in good faith by reason the Board; provided that the mere allegation of total any act described in clause (3) or partial incapacity due to physical or mental illness.(6) above shall not constitute a sufficient basis for “Cause” under such clause (3) or

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereofof this Agreement, a termination by of employment is for “Cause” if the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" occurs because of Executive’s: (i) unauthorized use or disclosure of the Executive's 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 “guilty” or nolo contendere “no contest” to, any a felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or turpitude; (iii) willful refusal misfeasance or continuing gross misconduct in the performance of Executive’s duties; (iv) substance abuse that in any manner materially interferes with the performance of Executive’s duties; (v) chronic absence from work for reasons other than illness; or (vi) failure to attemptperform Executive’s assigned duties, after receiving written 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 proper cause andExecutive’s consent; provided, other than however, that a termination in connection with the events described above shall only constitute a termination of Executive’s employment by reason of illness, to follow the lawful directions of Company without Cause only if (A) the Board following thirty days prior Executive provides written notice to the Company of the event within ninety (90) days of the occurrence of such event, (B) the Company fails to cure the condition caused by such event within thirty (30) days after receipt from Executive of written notice of the Executive's refusal event, and (C) the Executive provides written notice of his intent to perform, or terminate employment within thirty (30) days following the Company’s failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesscure.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" shall mean termination by action of at least two-thirds ” means and only means any of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following: (i) the Executive's a conviction of, or plea of guilty “guilty” or nolo contendere “no contest” to, a felony or any felony crime involving fraudulent conduct under the laws of the United States or any State by Executive; (whether ii) any unauthorized use or not involving 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 subsidiaries) directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any other crime involving moral turpitude which subjects, way preclude or if generally known, would subject, 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 its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attemptconstitute grounds for termination for Cause. It is understood and agreed that, without proper cause andwhere a cure period is specified above, other than by reason but the condition constituting Cause is legally incapable of illnessbeing cured, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted entitled to such cure period. Whether a termination is for Cause shall be determined by the Executive intentionally Board in its judgment and without the Executive's reasonable belief that the Executive's action or inaction was discretion, which shall be exercised in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessgood faith.

Cause. The Company shall have the right to may terminate the Executive's employment for "Cause". For purposes hereof, a A termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction ofto, or plea of guilty or no contest to, plea of nolo contendere to, or imposition of unadjudicated probation for any felony (whether other than a traffic offense that does not result in incarceration), (ii) the Executive's having been the subject of any order, judicial or administrative, obtained or issued by the Securities Exchange Commission, for any securities violation involving fraud or intentional misconduct, including, for example, any such order consented to by the Executive in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied, (iii) a material breach by the Executive of this Agreement; or (iv) the Board in good faith determines that the Executive (A) willfully failed to substantially perform his duties and obligations to the Company or willfully failed to carry out, or comply with, any reasonable and lawful directive of the Board consistent with the terms of this Agreement (other than a failure resulting from the Executive's incapacity due to physical or mental illness) which, if it is the first instance of such conduct, is not involving cured within thirty (30) days after a written notice of demand for performance has been delivered to the Executive specifying the manner in which the Executive has failed to perform (and, if it is any instance of such conduct after the first instance thereof and opportunity to cure, then no such opportunity to cure need be provided with respect to such conduct), (B) willfully engaged in conduct which is demonstrably and materially injurious to the Company or any of its subsidiaries) Subsidiaries, monetarily or any other crime involving moral turpitude which subjectsotherwise, or if generally known(C) committed a willful breach of fiduciary duty or an act of fraud, would subjectembezzlement, or misappropriation against the Company or any of its subsidiaries to public ridicule or embarrassmentSubsidiaries; provided, (ii) fraud or other willful misconduct by the Executive in respect however, that no termination of the Executive's obligations under this Agreement, or employment shall be for Cause as set forth in clause (iiiiv) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice above until (y) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clause (iv) and specifying the particulars thereof in detail, and (z) the Executive shall have been provided an opportunity to be heard by the Board (with the assistance of the Executive's refusal to performcounsel if the Executive so desires). No act, or nor failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" 's part, shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done he has acted or omitted by the Executive intentionally failed to act, with an absence of good faith and without the Executive's a reasonable belief that the Executive's his action or inaction failure to take action was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have the right to Company, acting by its Board of Directors, may terminate the Executive's ’s employment for “Cause.” A termination for Cause shall mean discharge by the Company by reason of the following: (i) the Executive’s conviction of, or a plea of 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 non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company; (iii) the Executive’s commission of an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company; (iv) the Executive’s substantial and continuing gross negligence in the performance of the Executive’s duties as an employee of the Company; (v) the Executive’s 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 this subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or (vii) the Executive’s continuing material failure or refusal to perform the Executive’s duties in accordance with the terms of this Agreement. For purposes hereofNotwithstanding anything herein to the contrary, the Executive’s resignation promptly following an action by the Company that results in a constructive termination or discharge of the Executive’s employment with the Company shall constitute a termination by the Company without Cause for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions purposes of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have the right to may terminate the Executive's employment for Cause. For purposes hereof, a termination by the Company under this Agreement for "Cause" (as hereinafter defined). "Cause" shall mean termination by action mean: (A) committing or participation in an injurious act of at least two-thirds fraud, gross neglect, wilful misconduct, recklessness, embezzlement or dishonesty against the Company or any of its affiliates; (B) engaging in a criminal enterprise involving moral turpitude; (C) conviction of an act or acts (1) constituting a felony under the laws of the non-management membership United States or any 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 at a meeting duly called of Directors or the Company which are not inconsistent with the provisions of this Agreement or the Executive's duties and held upon at least 15 days prior written notice authority as provided in this Agreement; or (E) breach of or failure to the Executive specifying the particulars observe any of the action material terms or inaction alleged to constitute conditions of this Agreement. In the event that the event constituting "Cause" because 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 conviction of, implementation in good faith of decisions made by the Board of Directors or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, shall not constitute "Cause," and (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. if an event constituting "Cause" shall not include a bona fide disagreement over a corporate policyunder Sections (A) (with respect to gross neglect only), so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board(D) or (E) is curable, which directions are consistent with the provisions of this Agreement. Action or inaction by then the Executive shall not be considered "willful" unless done or omitted by have the opportunity to cure the same within 30 days after receipt of written notice from the Company setting forth the conduct committed in reasonable detail and that the Company intends to terminate the Executive intentionally and without for "Cause" if the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall breach is not include failure to act by reason of total or partial incapacity due to physical or mental illnesstimely cured.

Cause. The Immediately upon written notice by the Company shall have to the right to terminate the Executive's employment Executive of a termination for Cause. For purposes hereof, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership Executive’s (i) continued failure to follow the lawful and reasonable directives of the Board at a meeting duly called and held upon at least 15 days prior after written notice from the Board and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in the Executive specifying the particulars performance of the action or inaction alleged to constitute "Cause" because of Executive’s duties; (iiii) the Executive's conviction of, or plea pleading of guilty or nolo contendere to, a non-vehicular felony; (iv) material violation of a material written Company or Parent policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any felony material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (whether vi) continued failure to cooperate in any audit or not involving investigation of financial or business practices of the Company or Parent after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; (vii) commission of any criminal act or other act involving moral turpitude, sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to participate in the investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Parent and, as a result of such act or involvement, reduces the commercial value of Company's or Parent’s association with Executive; (ix) willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Parent or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach of any of its subsidiaries) the restrictive covenants set forth in Section 10 hereof or in any other crime involving moral turpitude which subjects, or if generally known, would subject, written agreement between the Executive and the Company and/or its affiliates that causes material and demonstrable harm to the Company or any Parent and that is not cured within fifteen (15) days of its subsidiaries written notice from the Board (a “Material Covenant Violation”). For purposes of this Section 7(c), no act, or failure to public ridicule act, on the part of the Executive shall be considered “willful” unless it is done, or embarrassmentomitted to be done, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, bad faith or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's ’s action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or the board of directors of the Company or (B) the advice of counsel for the Company or Parent shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in one or more of clauses (i) through (x) of the preceding paragraph, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof in detail.

Cause. The Company shall have the right to may terminate this Agreement and the Executive's ’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) any act of material insubordination on the part of the Executive's ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, any the Executive with respect to a felony (whether other than a traffic violation); (iv) the commission (or not involving attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiariesdivisions, subsidiaries or affiliates; or (v) Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any other crime involving moral turpitude which subjects, or if generally known, would subject, financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002. The right of the Company or to terminate this Agreement for “Cause” shall be distinct from and shall not limit any of its subsidiaries remedies available under law to public ridicule or embarrassment, (ii) fraud or other willful misconduct the Company for a material breach by the Executive in respect of the Executive's his obligations under this Agreement, or Agreement (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive“Material Breach”). "Cause" A termination for Cause shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent take effect unless there is compliance with the provisions of this Agreementparagraph. Action or inaction Executive shall be given written notice by the Executive shall not Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests given within 90 days of the Company’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, and to the extent such cure is possible. If he fails to cure such conduct, Executive shall not include failure then be entitled to act 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. If, within five days following such hearing, Executive is furnished written notice by reason the Board confirming that, in its judgment, grounds for Cause on the basis of total or partial incapacity due to physical or mental illnessthe original notice exist, he shall thereupon be terminated for Cause.

Cause. The Company shall have may terminate this Agreement, upon written notice to the right to terminate the Executive's employment Employee delivered in accordance with SECTIONS 5(g) and 12(c) hereof, for Cause. For purposes hereofof this Agreement, a termination by the Company for "CauseCAUSE" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of means (i) the Executive's conviction ofcommission by the Employee (as determined in good faith by the Parent Board or a committee thereof) of a crime or criminal offense involving theft, fraud, embezzlement or plea of guilty other felony or nolo contendere tootherwise involving dishonesty, any felony (whether or not involving in each case with respect to the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentCompany, (ii) fraud or other the Employee's willful misconduct by the Executive refusal, without proper legal cause, to perform his duties and responsibilities as contemplated in respect of the Executive's obligations under this Agreement, Agreement or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason the Employee's engaging (A) in activities which would constitute a material breach of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions material term of this Agreement. Action or inaction by , the Executive shall Company's Code of Ethics, the Company's policies and regulations, including but not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was limited to, policies regarding trading in the best interests Common Stock or reimbursement of business expenses or any other applicable policies, rules or regulations of the Company, and or (B) in improper conduct which would result in a material injury to the business, condition (financial or otherwise), results of operations or prospects of the Company or its Affiliates (as determined in good faith by the Parent Board or a committee thereof), (iv) willful misconduct by Employee injurious to the Company, or (v) conduct by Employee tending to bring the Company into substantial public disgrace or disrepute; PROVIDED, HOWEVER, that no termination pursuant to clause (ii) hereof shall not include failure become effective unless Employee shall have failed to act by reason cure such Cause to the satisfaction of total or partial incapacity due to physical or mental illnessthe Parent Board in their sole discretion within thirty (30) days after receiving a Notice of Termination detailing the alleged Cause.

Cause. The Company Employer may, at its option, terminate the Employment Term for "Cause" based on objective factors determined in good faith by a majority of the Board as set forth in a Notice of Termination to Executive specifying the reasons for termination and the failure of the Executive to cure the same within ten (10) days after Employer shall have given the right Notice of Termination; PROVIDED, HOWEVER, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then the ten- (10) day period shall not apply and the Employment Term shall terminate on the Executive's employment for Causedate the Notice of Termination is given. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere no contest plea to, or confession of guilt of, a felony or other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to Employer; (iii) a material breach by Executive of this Agreement; (iv) continuing failure to perform such duties as are assigned to Executive by Employer in accordance with this Agreement, other than a failure resulting from a Disability; (v) Executive's knowingly taking any felony (whether or not involving the Company action on behalf of Employer or any of its subsidiariesaffiliates without appropriate authority to take such action; (vi) or Executive's knowingly taking any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company action in conflict of interest with Employer or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the affiliates given Executive's obligations under this Agreement, or position with Employer; and/or (iiivii) willful refusal or continuing failure to attempt, without proper cause and, other than the commission of an act of personal dishonesty by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent that involves personal profit in connection with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessEmployer.

Cause. The Company shall have the right to may terminate this Agreement and the Executive's ’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) any act of material insubordination on the part of the Executive's ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, any the Executive with respect to a felony (whether other than a traffic violation); (iv) the commission (or not involving attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiariesdivisions, subsidiaries or affiliates; (v) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct engaging by the Executive in respect an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive's ’s breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. 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, or Agreement (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive“Material Breach”). "Cause" A termination for Cause shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent take effect unless there is compliance with the provisions of this Agreementparagraph. Action or inaction Executive shall be given written notice by the Executive shall not Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests given within 90 days of the Company's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, and to the extent such cure is possible. If he fails to cure such conduct, Executive shall not include failure then be entitled to act 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. If, within five days following such hearing, Executive is furnished written notice by reason the Board confirming that, in its judgment, grounds for Cause on the basis of total or partial incapacity due to physical or mental illnessthe original notice exist, he shall thereupon be terminated for Cause.

Cause. The Company shall have the right to may terminate the Executive's ’s employment for “Cause. For purposes hereof”, a termination effective as of the date of the Notice of Termination (as defined in Section 6 below), subject to the payment by the Company for "Cause" shall mean termination by action of at least two-thirds to Executive of the non-management membership benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because Executive has (A) committed an act of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action fraud or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving embezzlement against the Company or any affiliate thereof, an unauthorized disclosure of its subsidiariesConfidential Information (as defined in Section 10 below) or any other crime involving moral turpitude of the Company which subjectsdisclosure results in material damage to the Company, or if generally known, would subject, a breach of one or more of the following duties to the Company or any of its subsidiaries which continues after written notice thereof and a reasonable opportunity to public ridicule or embarrassment, cure: (ii1) fraud or other willful misconduct the duty not to take actions which would reasonably be viewed by the Executive Company as placing Executive’s interest in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice a position adverse to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best 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 nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the Company, which misconduct or 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 (1) intentional violations by Executive of written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) nor do they require Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company’s code of corporate conduct; or (D) failed, after written notice from the Company to render services to the Company in accordance with this Agreement or 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 Company may suspend Executive, without pay, upon 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 guilty has been entered, at which time Executive shall not include failure be reinstated with the Company. Upon such reinstatement, Executive shall be entitled to act payment by reason the Company of total or partial incapacity due all Base Salary to physical or mental illnesswhich Executive would have otherwise been entitled to during the period of such suspension.

Cause. The Company shall have the right to may terminate the Executive's Employee’s employment hereunder for CauseCause by written notice at any time. For purposes hereofof this Agreement, a termination by the Company for "term “Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Executive's Reporting Person; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Long-Term Incentive Compensation”), in each case, prior to a Change of Control, or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) prior to a Change in Control, failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of guilty or nolo contendere to, any a felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subjectserious crime; provided that, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by will provide Employee with written notice describing the Executive in respect of facts and circumstances that the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by reason of illnessthe Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to follow this Section 5(c), Employee’s employment shall, at the lawful directions election of the Board following thirty days prior written notice Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the Executive of termination for Cause, be deemed to have been terminated for Cause retroactively to the Executive's refusal date the events giving rise to performCause occurred, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief provided that the Executive's action or inaction was in the best interests Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessControl.

Cause. The Company shall have the right to may terminate the Executive's ’s employment for “Cause. For purposes hereof, a .” A termination for Cause shall mean discharge by the Company for "Cause" shall mean termination by action of at least two-thirds reason of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following: (i1) the The Executive's ’s conviction of, or a plea of guilty or nolo contendere to, any act which constitutes a felony (whether or not involving offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or any which affects the Executive’s ability to perform the Executive’s obligations as an employee of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or under any employment agreement, non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of its subsidiaries to public ridicule or embarrassmentthe Company; (2) 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, (ii) fraud or other willful misconduct dishonesty which results in a loss, damage or injury to the Company; (4) the Executive’s substantial and continuing gross negligence in the performance of the Executive’s duties as an employee of the Company; (5) the Executive’s 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 this subsection; (6) substance or alcohol abuse for 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 discharge for cause 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, if requested by the Executive in respect of within five (5) days thereafter, the Executive's obligations under this Agreement, Executive is afforded a reasonable opportunity to be heard before the Board; or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to 8) the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include breaches a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions material provision of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have the right Wherever reference is made in this Agreement to terminate the Executive's employment for termination being with or without Cause. For purposes hereof, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, Executive refuses or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or fails to perform any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries his duties and responsibilities as determined from time to public ridicule or embarrassment, (ii) fraud or other willful misconduct time by the Executive in respect of the Executive's obligations under this AgreementBoard, or (iii) willful refusal or continuing failure to attemptincluding, without proper cause and, limitation (a) Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than by reason of illness, for a temporary or permanent disability) which remains uncured to follow the lawful directions reasonable satisfaction of the Board following thirty days prior (30) days’ written notice from the Company of such alleged fault and (b) Executive’s refusal to the Executive comply with any lawful directive or policy of the Executive's Board which refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by Executive within thirty (30) days of such written notice from the Executive. "Cause" Company; provided, however, that the Company shall not include be required to give Executive a bona fide disagreement over cure period with respect to this clause (i) on more than one occasion; (as used in this Section 7.5, “Company” shall mean Holdings, the Company and each of the Company’s subsidiaries), (ii) Executive acts (including a corporate policyfailure to act) in a manner which constitutes willful misconduct, so long as gross negligence, or insubordination, (iii) the Executive does not willfully violate on a continuing basis specific written directions from Company determines that, in the reasonable judgment of the Board, which directions are consistent (x) Executive has committed an act of fraud, personal dishonesty or misappropriation relating to the Company or Holdings, has violated any material provision of any written policy of the Company or Holdings or (y) Executive has committed any other act causing material harm to the Company’s or Holding’s standing or reputation, or any 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, (iv) a material breach by the provisions Executive of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of , any other written agreement with the Company, and shall not include failure any fiduciary duty to act by reason the Company, (v) Executive’s arrest, indictment for or conviction (or the entry of total a plea of a nolo contendere or partial incapacity due to physical equivalent plea) in a court of competent jurisdiction of a felony or mental illnessany misdemeanor involving material dishonesty or moral turpitude, or (vi) the Executive’s habitual or repeated misuse of, or habitual or repeated performance of the Executive’s duties under the influence of, alcohol or controlled substances.

Cause. The Company shall have the right to Employer may terminate the Executive's ’s employment for Cause. For purposes hereofCause if: (i) Executive engages in one (1) or more unsafe or unsound banking practices or material violations of a law or regulation applicable to Employer or any subsidiary; (ii) Executive engages in any repeated violations of a policy of Employer after being warned in writing by the Board or the CEO not to violate such policy; (iii) Executive engages in any single violation of a policy of Employer if such violation materially and adversely affects the business or affairs of Employer; (iv) Executive fails to timely implement a direction or order of the Board or the CEO, unless such direction or order would violate the law; (v) Executive engages in a breach of fiduciary duty or act of dishonesty involving the affairs of Employer; (vi) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act or any other applicable state or federal law; (vii) Executive commits a material breach of Executive’s obligations under this Agreement that Executive fails to remedy to the reasonable satisfaction of Employer within thirty (30) days after written notice is delivered by Employer to Executive that sets forth in reasonable detail the basis for Employer’s determination that Executive materially breached an obligation under this Agreement (provided that notice and opportunity to cure need not be provided to Executive more than once in any calendar year); (viii) Executive materially fails to perform Executive’s duties to Employer with the degree of skill, care or competence expected by Employer that Executive fails to remedy to the reasonable satisfaction of Employer within thirty (30) days after written notice is delivered by Employer to Executive that sets forth in reasonable detail the basis for Employer’s determination that Executive materially failed to perform Executive’s duties to Employer (provided that notice and opportunity to cure need not be provided to Executive more than once in any calendar year); or (ix) Executive is found guilty of, or pleads nolo contendere to, a felony or an act of dishonesty in connection with the performance of Executive’s duties as an officer of Employer, or an act that disqualifies Executive under applicable laws, rules or regulations from serving as an officer or director of Employer. Notwithstanding the foregoing, during the first two (2) years following a Change in Control (as defined below), Executive’s termination of employment will not be deemed to be for “Cause” unless and until there will have been delivered to Executive a copy of a resolution duly adopted by the Company for "Cause" shall mean termination by action affirmative vote of at least two-thirds not less than 75% of the non-management entire membership of the Board at a meeting duly of the Board called and held upon at least 15 days prior written for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, Executive is guilty of the conduct described above, and specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive thereof in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessdetail.

Cause. The Company shall have the right to terminate the Executive's employment for “Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of ” means (i) the a willful failure by Executive to substantially perform Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and’s duties as an employee, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of a failure resulting from the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total ’s complete or partial incapacity due to physical or mental illnessillness or impairment, (ii) a willful act by Executive that constitutes misconduct, (iii) circumstances where Executive intentionally or negligently imparts material confidential information relating to the Company or its business to competitors or to other third parties other than in the course of carrying out Executive’s duties, (iv) a material violation by Executive of a federal or state law or regulation applicable to the business of the Company, (v) a willful violation of a material Company employment policy or the Company’s xxxxxxx xxxxxxx policy, (vi) any act or omission by Executive constituting dishonesty (other than a good faith expense account dispute) or fraud, with respect to the Company or any of its affiliates, which is injurious to the financial condition of the Company or any of its affiliates or is injurious to the business reputation of the Company or any of its affiliates, (vii) Executive’s failure to cooperate with the Company in connection with any actions, suits, claims, disputes or grievances against the Company or any of its officers, directors, employees, stockholders, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, whether or not such cooperation would be adverse to Executive’s own interest, or (viii) Executive’s conviction or plea of guilty or no contest to a felony. Executive shall not be considered to have committed an act included in the definition of “Cause” above if Executive fails to meet performance goals established by the Company’s Board of Directors or if Executive otherwise fails to meet the performance expectations of the Company’s Board of Directors (as opposed to any act of misconduct described above in the definition of Cause). With respect to clauses (i), (ii), (iii),(iv), (v), (vi), and (vii), the Executive shall be given thirty (30) days to cure such misconduct after notice from the Company of the specific facts of such misconduct and the specific steps necessary to cure such misconduct. Any determination of Cause shall be made by a majority of the Board of Directors after giving the Executive the opportunity to present to the Board of Directors with Executive’s counsel.

Cause. The Company shall have the right to may, at its option, terminate the Executive's employment for Cause"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 hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere no contest plea to, or confession of guilt of, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, turpitude; (ii) fraud an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other willful misconduct by conduct that is materially harmful or detrimental to Company; (iii) excessive use of alcohol or illegal drugs so as to interfere with the Executive in respect performance of the Executive's obligations under this Agreement, ; (iv) a breach by Executive of this Agreement which breach or failure the Executive shall fail to remedy within thirty (iii30) willful refusal days after written demand from the Company specifying in reasonable detail such breach or failure; (v) a continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during 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 of written notice of such continuing failure and, to the extent such failure is curable, a thirty (30) day period to cure such refusal failure; (vi) Executive's knowingly taking any action on behalf of Company or failure any of its affiliates without appropriate authority to attempt is not cured by take such action (the Executive. "Cause" approval of the CEO shall not include a bona fide disagreement over a corporate policybe deemed to be appropriate authority), so long as the Executive does not willfully violate on a continuing basis specific written directions after receipt from the BoardCompany of written notice of such action and, which directions are consistent with to the provisions of this Agreement. Action or inaction by extent the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the damage resulting from such action is curable, a thirty (30) day period to cure such damage; (vii) Executive's reasonable belief that the knowingly taking any action in conflict of interest with Company or any of its affiliates given Executive's action 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 inaction was his family members. Amounts payable to Executive upon termination for Cause are set forth in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessSection 3.3.1 below.

Cause. The Company shall have the right to terminate the Executive's ’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 hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) habitual drug or alcohol use which impairs the ability of Executive to perform his duties hereunder; (ii) Executive's ’s conviction ofduring the Employment Period by a court of competent jurisdiction, or plea a pleading of “no contest” or guilty to a felony or nolo contendere tothe equivalent if outside the United States; (iii) Executive’s engaging in fraud, any felony (whether or not involving the Company or any of its subsidiaries) embezzlement or any other crime involving moral turpitude illegal conduct with respect to the Company which subjectsacts are materially harmful to, either financially, or if generally known, would subjectto the business reputation of, the Company or any other member of its subsidiaries the Group; (iv) Executive willfully violating the Restrictive Covenants set forth in Section 9 of this Agreement; (v) Executive’s willful failure or refusal to public ridicule perform his duties hereunder (other than such failure caused by Executive’s Disability or embarrassmentwhile on vacation), after a written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has failed or refused to perform his duties; (vi) Executive otherwise breaches any material provision of this Agreement or any Group policies related to conduct which is not cured, if curable, within 10 days after written notice thereof; 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 act by Executive shall be deemed “willful” unless done, or omitted to be done, (i) by Executive not in good faith and (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's his action or inaction omission was in the best interests interest of the Company. However, acts or failures to act will not be deemed to be “willful” if Executive is specifically directed to take (or not 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 Cause and such action shall not include failure give Executive Good Reason to act by reason of total or partial incapacity due to physical or mental illnessterminate his employment.

Cause. The Company shall have the right to may terminate the Executive's employment for "Cause. For purposes hereof", a termination effective as of the date of the Notice of Termination (as defined in Section 6 below), subject to the payment by the Company for "Cause" shall mean termination by action of at least two-thirds to Executive of the non-management membership benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because Executive has (A) committed an act of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action fraud or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving embezzlement against the Company or any affiliate thereof, a knowing and willful unauthorized disclosure of its subsidiariesConfidential Information (as defined in Section 9 below) of the Company which disclosure results in material damage to the Company, or any a breach of the duty to the Company not to engage in self-dealing with respect to the Company's assets, properties or other business opportunities 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 (at least 30 days); or (B) 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 which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, turpitude; or (iiiC) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long engaged in intentional misconduct as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests an employee of the Company, which misconduct or violation results in material damage to the Company or its reputation and continues after written notice thereof specifying the particular events or conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (at least 30 days) (if such misconduct is susceptible to cure by Executive), including, but not limited to (1) intentional violations by Executive of written policies of the Company , which policies are not illegal (or do not involve illegal conduct) and do not require Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company's code of corporate conduct; or (D) except in the case of Disability, failed, after 30 days written notice from the Company to render services to the Company in accordance with this Agreement or 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 Company may suspend Executive, without pay, upon 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 guilty has been entered, at which time Executive shall not include failure be reinstated with the Company. Upon such reinstatement, Executive shall be entitled to act payment by reason the Company of total or partial incapacity due all Base Salary to physical or mental illnesswhich Executive would have otherwise been entitled to during the period of such suspension.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds that one or more of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following has occurred: (i) the Executive's conviction of, Executive is convicted of a felony or plea of pleads guilty or nolo contendere to, any to a felony (whether or not involving with respect to the Company or any of its subsidiariesaffiliates); (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 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 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 fiduciary duty (if any), any act of material dishonesty or other crime involving moral turpitude which subjectsmisconduct, or if generally knownin each case in this clause (iv), would subject, against the Company or any of its subsidiaries to public ridicule affiliates; (v) a material violation or embarrassment, (ii) fraud or other willful misconduct breach by the Executive in respect of any of the Executive's obligations under this Agreement, policies or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests 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 receipt of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and shall granting the Executive an opportunity to cure such violation 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 include remedied within 10 days after the Executive’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (vii) the Executive’s failure to act maintain any required applicable license, permit or card required by reason the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of total such license, permit or partial incapacity due card); or (viii) the Executive’s breach of any non-compete, non-solicit, confidentiality or other restrictive covenant to physical which the Executive may be subject, pursuant to an employment agreement or mental illnessotherwise.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereof, a termination may at any time by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying terminate the particulars of the action or inaction alleged to constitute Term for "Cause" because (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, "CAUSE" means: (i) continued neglect by the Executive of the Executive's duties hereunder, (ii) continued incompetence or unsatisfactory attendance, (iii) conviction ofof any felony, (iv) violation of the rules, regulations, procedures or plea instructions relating to the conduct of guilty or nolo contendere toemployees, directors, officers and/or consultants of the Company, (v) willful misconduct by the Executive in connection with the performance of any felony material portion of the Executive's duties hereunder, (whether or not involving vi) breach of fiduciary obligation owed to the Company or commission of any act of its subsidiaries) fraud, embezzlement, disloyalty or any other crime involving moral turpitude which subjectsdefalcation, or if generally knownusurpation of a Company opportunity, would subject(vii) breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, (viii) any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or rule that constitutes material insubordination, (x) engaging in any discriminatory or sexually harassing behavior or (xi) using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries to public ridicule or embarrassmentaffiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company of any of the events described in clauses (i), (ii), (iv), (ix), (x) fraud and (xi) shall only be effective on 15 days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice determines that its fiduciary obligation requires it to the effect a termination of Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessfor Cause immediately.

Cause. The Company shall have the right to may terminate this Agreement and the Executive's ’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) any act of material insubordination on the part of the Executive's ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, any the Executive with respect to a felony (whether other than a traffic violation); (iv) the commission (or not involving attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiariesdivisions, subsidiaries or affiliates; (v) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct engaging by the Executive in respect an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive's ’s breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. 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, or Agreement (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive“Material Breach”). "Cause" A termination for Cause shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent take effect unless there is compliance with the provisions of this Agreementparagraph. Action or inaction Executive shall be given written notice by the Executive shall not Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests given within 90 days of the Company's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, and to the extent such cure is possible. If he fails to cure such conduct, Executive shall not include failure then be entitled to act 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. If, within five days following such hearing, Executive is furnished written notice by reason the Board confirming that, in its judgment, grounds for Cause on the basis of total or partial incapacity due to physical or mental illnessthe original notice exist, he shall thereupon be terminated for Cause.

Cause. The Company shall have the right be entitled to terminate the Executive's ’s employment for “Cause. .” For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to that the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, pleads “guilty” or plea “no contest” to or is convicted of guilty an act which is defined as a felony under federal or nolo contendere to, any felony (whether state law or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other engages in willful misconduct that 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 respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, bad faith and without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, a reasonable belief that such act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction act was in the best interests of 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 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 not include failure be entitled to act contest the Board’s findings. Such hearing shall be held within 15 days of notice to the Company by reason the Executive, provided he requests such hearing within 20 days of total 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 partial incapacity due to physical or mental illnessanother appropriate officer of the Company which shall state that such resolution was duly adopted by the affirmative vote of a majority of the members of the Board (excluding the Executive) at a duly convened meeting called for such purpose.

Cause. The Company shall have the right to may terminate the Executive's employment for "Cause. For purposes hereof," 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, a termination subject to the payment by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executivebenefits provided in Section 7(a) hereof. "Cause" shall not include mean, for purposes of this agreement: (A) an act of fraud or embezzlement against the Company or any affiliate thereof or an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, in each case which is willful and results in material damage to the Company; (B) after written notice thereof and a bona fide disagreement over 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 corporate policymaterial adverse impact on the Company; (C) self-dealing with respect to the Company's assets, so long 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 Executive does not willfully violate on Company that results in material damage to the Company or its reputation and continues after written notice thereof and a continuing basis specific reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive); or (F) willful failure, after written notice from the Company specifying the details of such failure, to attempt to (x) perform Executive's duties in accordance with Section 2 hereof, or (y) follow the legal and reasonable written directions from of the Board, which directions are consistent with failure amounts to gross neglect in the provisions performance of this Agreementhis duties to the Company. Action No action or inaction shall be deemed willful if not demonstrably willful and if taken or not taken by the Executive shall in good faith as not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in 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 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 include failure to act by reason of total or partial incapacity due to physical or mental illnessguilty has been entered.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action the Executive's (i) conviction, or entry of at least two-thirds a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the non-management membership CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (vi) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board at a meeting duly called of Directors; and held upon at least 15 days (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the Executive specifying setting forth the particulars of reasons for the action or inaction alleged decision to constitute "terminate the Executive for Cause" because of , (iy) an opportunity for the Executive's conviction of, or plea of guilty or nolo contendere totogether with his counsel, any felony (whether or not involving to be heard by the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjectsCEO or, or if generally known, would subjectin his absence, the Company or any Board of its subsidiaries to public ridicule or embarrassmentDirectors, and (iiz) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Executive's refusal Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to performappear before the CEO or the Board of Directors, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by as the Executive. "Cause" shall not include a bona fide disagreement over a corporate policycase may be, has been exercised, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests such appearance is within two (2) weeks of the Company, and shall not include failure to act by reason date of total or partial incapacity due to physical or mental illnesssuspension.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 fifteen (15) days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, (A) any felony (whether or not involving the Company or any of its subsidiaries) or (B) any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) habitual intoxication, the use of illegal drugs, or the abuse of chemical substances by the Executive, (iii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, (iv) the willful engaging by the Executive in gross misconduct or a material violation of the Company's code of conduct or corporate policies, or (iiivi) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Subject to Executive’s failure to cure a breach in the manner and time described below, the Company shall have the right to may terminate the Executive's ’s employment for Cause immediately. As used in this Agreement, the term “for Cause. For purposes hereof, ” shall be limited to a termination for the following acts by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of Executive: (i) misappropriation or embezzlement of the funds or property of the Company or any subsidiary, falsification of any Company or 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 ’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 the Executive is determined to have a Disability (as defined in Section 9(d)) or in the event of Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s performance of his duties; (iv) any material breach by Executive of any agreement (including this Agreement or the Confidentiality Agreement (as defined in Section 11)) between Executive and the Company; (v) Executive’s conviction of, or (including any plea of guilty or nolo contendere tocontendere) of any felony, any felony (whether misdemeanor involving dishonesty or not involving the Company or any of its subsidiaries) fraud, or any other crime involving moral turpitude which subjectscriminal 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 if generally knownchronic addiction to alcohol on the part of Executive, would subjectother 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 or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by shall give the Executive in respect written notice prior to terminating this Agreement of the Executive's obligations under this Agreement’s employment, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions setting forth a general description of the Board following grounds for termination and the conduct required to cure such grounds for termination. The Executive shall have thirty (30) days prior written from the receipt of such notice within which to cure any such grounds for termination to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests satisfaction of the Company, and which shall not include failure to act be determined by reason of total or partial incapacity due to physical or mental illnessthe Company in its reasonable discretion.

Cause. The Company shall have the right to terminate the Executive's employment for “Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of ” means (i) the Executive's conviction ofEmployee shall have breached in any material respect this Agreement; (ii) the Employee’s commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or plea fraud; (iii) any failure by the Employee to substantially comply with any written rule, regulation, policy or procedure of guilty the Company or nolo contendere toits Subsidiaries applicable to the Employee, which noncompliance could reasonably be expected to have a material adverse effect on the business of the Company or any felony Subsidiary; (whether iv) any failure by the Employee to comply with the Company’s or not involving its Subsidiaries’ policies with respect to xxxxxxx xxxxxxx applicable to the Employee; (v) a willful material misrepresentation at any time by the Employee to any member of the Board or any director or superior executive officer of the Company or its Subsidiaries; (vi) the Employee’s willful failure or refusal to comply with any of his material obligations hereunder or a reasonable and lawful instruction of the Board or the person to whom the Employee reports; or (vii) commission by the Employee of any act of fraud or gross negligence in the course of his Service hereunder or any other action by the Employee, in either case that is determined to be materially detrimental to the Company or any of its subsidiaries) Subsidiaries (which determination, in the case of gross negligence or such other action, shall be made by the Company in its reasonable discretion); provided that, except for any other crime involving moral turpitude which subjects, willful or if generally known, would subjectgrossly negligent acts or omissions, the Company commission of any act or any of its subsidiaries to public ridicule or embarrassment, omission described in clause (iii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal that is capable of being cured shall not constitute Cause hereunder unless and until the Employee, after written notice from the Company to him specifying the circumstances giving rise to Cause under such clause, shall have failed to cure such act or continuing failure omission to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions reasonable satisfaction of the Board following thirty Company within 10 business days prior written notice to the Executive of the Executive's refusal to performafter such notice; and provided further, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in Employee’s Service shall be deemed to have terminated for Cause if, after the best interests of the CompanyEmployee’s Service has terminated, facts and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesscircumstances are discovered that would have justified a termination for Cause.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereofof this Agreement, a termination by the Company for "term “Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of ” means: (i) the Executive's ’s “Disability” (as hereinafter defined); (ii) an action or failure to act by the Executive constituting fraud, misappropriation or damage to the property or business of the Corporation; (iii) conduct by Executive that amounts to fraud, personal dishonesty or breach of fiduciary duty; (iv) Executive’s conviction of(from which no appeal may be, or plea is, timely taken) of guilty a felony or nolo contendere towillful violation of any law, any felony rule or regulation (whether other than traffic violations or not involving similar offenses); (v) the Company or Executive’s breach of any of his obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive of any Confidential Information (as hereinafter defined) of the 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 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 subsidiariesreasonable 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) after written notice specifying in reasonable detail the nature of the unsatisfactory performance; (x) Executive’s material breach of any of the Corporation’s written policies; or (xi) 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 crime involving moral turpitude which subjectssupervisory 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 if generally knownomitted to be done, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, bad faith or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's ’s action or inaction omission was in the best interests of the Company, and shall not include Corporation. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by reason the Board, or upon the advice of total legal counsel for the Corporation, shall be conclusively presumed to be done, or partial incapacity due omitted to physical or mental illnessbe done, by the Executive in good faith and in the best interest of the Corporation.

Cause. The Company shall have the right to may terminate this Agreement and the Executive's ’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) any act of material insubordination on the part of the Executive's ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, any the Executive with respect to a felony (whether other than a traffic violation); (iv) the commission (or not involving attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiariesdivisions, subsidiaries or affiliates; (v) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct engaging by the Executive in respect an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive's ’s breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. 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, or Agreement (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive“Material Breach”). "Cause" A termination for Cause shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent take effect unless there is compliance with the provisions of this Agreementparagraph. Action or inaction Executive shall be given written notice by the Executive shall not Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests given within 90 days of the Company’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, and to the extent such cure is possible. If he fails to cure such conduct, Executive shall not include failure then be entitled to act 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. If, within five days following such hearing, Executive is furnished written notice by reason the Board confirming that, in its judgment, grounds for Cause on the basis of total or partial incapacity due to physical or mental illnessthe original notice exist, he shall thereupon be terminated for Cause.

Cause. The Company shall have may terminate Executive’s employment for Cause (as defined below), effective as of the right to terminate date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of Executive's employment ’s termination for Cause. For “Cause” shall mean, for purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of this Agreement: (i) the continued failure by Executive to substantially perform Executive's conviction of, ’s duties under this Agreement (other than any such failure resulting from Disability or plea other allowable leave of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, absence); (ii) fraud the criminal felony indictment (or other willful misconduct non-U.S. equivalent) of Executive by the Executive in respect a court of the Executive's obligations under this Agreement, or competent jurisdiction; (iii) willful refusal the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice otherwise) to the Executive Company, including (A) the unauthorized disclosure of the Executive's refusal to perform, material secret or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long Confidential Information (as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was defined in the best interests 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 termination (other than as described in clauses (ii), (iv) and (vii) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s actual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) within thirty (30) days after such demand. References to the Company in subsections (i) through (viii) of this paragraph shall not also include failure to act by reason affiliates of total or partial incapacity due to physical or mental illnessthe Company.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereof, a termination Immediately upon written notice by the Company to the Executive of a termination for cause ("wichtiger Xxxxx") as provided for in Swiss employment law ("Cause" "). For the sake of clarity, to the extent not already provided for in Swiss law, Cause shall mean termination by action of at least two-thirds of also include the non-management membership following behaviors: (i) continued failure to follow the lawful and reasonable directives of the Board at a meeting duly called and held upon at least 15 days prior after written notice from the Board and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in the Executive specifying the particulars performance of the action or inaction alleged to constitute "Cause" because of Executive’s duties; (iiii) the Executive's conviction of, or plea pleading of guilty or nolo contendere to, a non-vehicular felony; (iv) material violation of a material written Company or Parent policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any felony material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (whether vi) continued failure to cooperate in any audit or not involving investigation of financial or business practices of the Company or Parent after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; (vii) commission of any criminal act or other act involving moral turpitude, sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to participate in the investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Parent and, as a result of such act or involvement, reduces the commercial value of Company's or Parent’s association with Executive; (ix) willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Parent or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach of any of its subsidiaries) the restrictive covenants set forth in Section 10 hereof or in any other crime involving moral turpitude which subjects, or if generally known, would subject, written agreement between the Executive and the Company and/or its Affiliate that causes material and demonstrable harm to the Company or any Parent and that is not cured within fifteen (15) days of its subsidiaries written notice from the Board. For purposes of this Section 6(b), no act, or failure to public ridicule act, on the part of the Executive shall be considered “willful” unless it is done, or embarrassmentomitted to be done, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, bad faith or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's ’s action or inaction omission was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have the right be entitled to terminate the Executive's employment for "Cause. ." For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to that the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction ofpleads "guilty" or "no contest" to or is convicted of an act which is defined as a felony under federal or state law, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other engages 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 respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, bad faith and without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, a reasonable belief that such act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction act was in the best interests of 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 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 not include failure be entitled to act contest the Board's findings. Such hearing shall be held within 15 days of notice to the Company by reason the Executive, provided he requests such hearing within 30 days of total 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 partial incapacity due to physical or mental illnessanother appropriate officer of the Company which shall state that such resolution was duly adopted by the affirmative vote of a majority of the members of the Board at a duly convened meeting called for such purpose.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereofof this Agreement, a termination by the Company for "term “Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of ” means: (i) the Executive's ’s “Disability” (as hereinafter defined); (ii) an action or failure to act by the Executive constituting fraud, misappropriation or damage to the property or business of the Corporation or the Bank; (iii) conduct by Executive that amounts to fraud, personal dishonesty or breach of fiduciary duty; (iv) Executive’s conviction of(from which no appeal may be, or plea is, timely taken) of guilty a felony or nolo contendere towillful violation of any law, any felony rule or regulation (whether other than traffic violations or not involving similar offenses); (v) the Company or Executive’s breach of any of his obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive of any Confidential Information (as hereinafter defined) of the Corporation or the Bank 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 and the Bank; (vii) the willful violation of any final cease and 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 or the Bank, as determined by the Board; (ix) the determination by the Board, in the exercise of its subsidiariesreasonable 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) after written notice specifying in reasonable detail the nature of the unsatisfactory performance; (x) Executive’s material breach of any of the Corporation’s or the Bank’s written policies; or (xi) 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 crime involving moral turpitude which subjectssupervisory agency with jurisdiction over the Corporation or the Bank permanently prohibiting the continued service of the Executive with the Bank. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or if generally knownomitted to be done, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, bad faith or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's ’s action or inaction omission was in the best interests of the Company, Corporation and shall not include the Bank. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by reason the Board, or upon the advice of total legal counsel for the Corporation and the Bank, shall be conclusively presumed to be done, or partial incapacity due omitted to physical or mental illnessbe done, by the Executive in good faith and in the best interest of the Corporation and the Bank.

Cause. The Company shall have the right to or Pacer may, at any time, and in its sole discretion, terminate the Executive's 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 hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of if the non-management membership Executive (i) fails or refuses to act in any material respect in accordance with the reasonable directions of the Board at of Directors or Chief Executive Officer of Pacer or the Company in a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars manner that would constitute an act of the action insubordination or inaction alleged to constitute "Cause" because is in continuing, willful, material breach of (i) the Executive's conviction ofthis Agreement; provided, or plea of guilty or nolo contendere tohowever, any felony (whether or not involving that in such case the Company or any Pacer shall give Executive a Termination Notice specifying the directions the Executive failed to follow or the material breach of its subsidiaries) or any other crime involving moral turpitude which subjectsthis Agreement, or if generally known, would subject, and the Company or any Executive shall have a reasonable period of its subsidiaries time after the date of the notice to public ridicule or embarrassment, cure such action; (ii) fraud or other willful misconduct by the Executive in respect has been convicted of the Executive's obligations under this Agreement, a felony; or (iii) willful refusal has committed any act of fraud, misappropriation of funds or continuing failure embezzlement in connection with his employment. During the cure period referred to attemptin subsection (i), without proper the Board of Directors of Pacer or the Company may cause and, other than by reason of illness, the Company and Pacer to follow suspend the lawful directions employment of the Executive hereunder if the Executive's continued presence at the Company or Pacer is deemed to have a potential negative affect on the Company or Pacer as determined in good faith by the Board following thirty days prior written notice of Directors of Pacer or the Company in its sole determination. If the Executive has not cured such action within the specified cure period, the employment of the Executive shall be terminated by the Company for Cause. If the employment of the Executive hereunder is terminated pursuant to this Section 7(a), the Company and Pacer shall have no further obligations to the Executive hereunder after the Termination Date other than the payment of accrued Base Salary, vacation and bonuses granted but unpaid under Sections 4 and 5(a)(i) hereof through the Executive's refusal to performTermination Date, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured except as otherwise provided by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesslaw.

Cause. The Company shall have the right to may terminate the Executive's ’s employment for at any time, with Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action the occurrence of at least two-thirds any of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following: (i) the Executive's ’s failure (except where due to a disability contemplated by subsection (b) hereof), neglect or refusal to perform his duties hereunder, (ii) any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; (iii) material breach by the Executive of his obligations under this Agreement; (iv) Executive’s gross negligence in the performance or intentional, material nonperformance (continuing for ten (10) days after receipt of written notice of need to cure) of any of Executive’s material duties and responsibilities hereunder; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (vi) the Executive’s indictment of, conviction of, or plea pleading of guilty or nolo contendere to, any no contest to a felony (whether or not involving the Company or any misdemeanor involving fraud; (vii) the commission by the Executive of its subsidiaries) an act of fraud or embezzlement, or any other crime act involving moral turpitude which subjects, the misappropriation of funds or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, assets; or (iiiviii) willful refusal chronic alcohol abuse or continuing failure to attempt, without proper cause and, other than illegal drug use by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform. Any act, or failure to attempt act, based upon authority given pursuant to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured a resolution duly adopted by the Executive. "Cause" Board of Directors or based upon the advice of counsel for the Company shall not include a bona fide disagreement over a corporate policybe conclusively presumed to be done, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted to be done, by the Executive intentionally in good faith and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and . Cause shall not include failure exist pursuant to act clause (i), (ii), (iii) or (iv) of this Section 6(c) unless the Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by reason the Company. Notwithstanding the foregoing, the termination of total or partial incapacity due the Executive’s employment for Cause shall be pursuant to physical or mental illnessthe action of the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Cause. The “Cause” shall mean: (i) Executive’s breach of a material term, covenant, obligation or provision of or under this Agreement (including any attachments hereto) or Executive’s failure or refusal to perform material duties and responsibilities under this Agreement; (ii) Executive’s material failure to act subject to and in accordance with any proper and lawful specific direction of the Board or the internal rules and policies established by the Company; (iii) Executive’s engagement in gross misconduct, fraud, dishonesty, insubordination, or act of moral turpitude, which is, in each case, materially injurious to the Company shall have in the right to terminate reasonable determination of the Board; (iv) Executive’s alcohol or drug use which adversely impairs Executive’s performance of Executive’s duties and obligations under this Agreement or adversely impacts the reputation of the Company; or (v) Executive’s violation of any material statute governing the business of the Company, or of any material rules or regulations promulgated by any regulatory body governing the Company or its business. Termination of Executive's employment shall not be deemed to be for CauseCause unless and until the Company provides written notice, after a reasonable determination from the Board, notifying Executive that he has engaged in conduct described in this provision. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the delivery of such written notice by the Company within which to cure any acts constituting Cause and shall be given an opportunity, together with counsel, to be heard before the Board during such period; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive's employment without notice and with immediate effect. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere tothis provision, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to performact, or failure to attempt act, based on authority given pursuant to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured a resolution duly adopted by the Executive. "Cause" Board or on the advice of counsel for the Company shall not include a bona fide disagreement over a corporate policybe conclusively presumed to be done, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted to be done, by the Executive intentionally in good faith and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessa basis for a termination for Cause.

Cause. The Company shall have the right to may terminate the Executive's ’s employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds effective as of the non-management membership date of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Notice of Termination (as defined in Section 7 below) that notifies Executive specifying the particulars of the action or inaction alleged to constitute "his termination for Cause" because . “Cause” shall mean, for purposes of this Agreement: (i) the continued failure by Executive to use good faith efforts in the performance of Executive's conviction of’s duties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (ii) the criminal felony indictment (or non-U.S. equivalent) of Executive by a court of competent jurisdiction; (iii) the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or plea of guilty or nolo contendere to, any felony (whether or not involving otherwise) to the Company or any of its subsidiariesaffiliates; such harm may be caused by, without limitation, (A) the unauthorized disclosure of material secret or any other crime involving moral turpitude which subjects, or if generally known, would subject, Confidential Information (as defined in Section 10(d) below) of the Company or any of its subsidiaries affiliates, (B) the debarment of the Company or any of its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (C) the registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to be revoked; (iv) the debarment of Executive by the FDA; (v) the continued material breach by Executive of this Agreement; or (vi) Executive makes, or is found to have made, a certification relating to the Company’s financial statements and public ridicule or embarrassmentfilings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii) fraud or other willful misconduct by and (iv) above), the Company must deliver a written demand to Executive in respect of which specifically identifies the Executive's obligations under this Agreement, or conduct that may provide grounds for Cause within ninety (iii90) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty calendar days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company’s actual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) within thirty (30) days after such demand. References to the Company in subsections (i) through (vi) of this paragraph shall not also include failure to act by reason affiliates of total or partial incapacity due to physical or mental illnessthe Company.

Cause. The Company shall have the right to may terminate the Executive's ’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For “Cause” shall mean, for purposes hereofof this Agreement: (a) 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 other allowable leave of absence); (b) the criminal felony indictment of Executive by a court of competent jurisdiction; (c) the engagement by Executive in misconduct that has caused, a termination by or, is reasonably likely to cause, material harm (financial or otherwise) to the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of its affiliates; such harm may be caused by, without limitation, (i) the Executive's conviction of, unauthorized disclosure of material secret or plea Confidential Information (as defined in Section 10(d) below) of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiariesaffiliates, (ii) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the debarment of the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct affiliates by the Executive in respect U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (iii) the registration of the Executive's obligations under Company or any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to be revoked; (d) the debarment of Executive by the FDA; (e) the continued material breach by Executive of this Agreement, or (iiif) willful refusal Executive makes, or continuing failure is found to attempthave made, without proper cause anda 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 termination (other than by reason of illnessas described in clauses (b) and (d) above), the Company must deliver a written demand to follow Executive which specifically identifies the lawful directions of the Board following thirty conduct that may provide grounds for Cause within ninety (90) calendar days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company’s actual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) within thirty (30) days after such demand. References to the Company in subsections (a) through (f) of this paragraph shall not also include failure to act by reason affiliates of total or partial incapacity due to physical or mental illnessthe Company.

Cause. The Company shall have the right to may terminate the Executive's ’s employment at any time for CauseCause or without Cause (as defined below). For purposes hereofof this Agreement, “Cause” shall mean (i) a material breach by the Executive of any provision of this Agreement or any other material contract or agreement with the Company which (if capable of being remedied) is not fully remedied, to the reasonable good faith satisfaction of the Board, within thirty (30) days following the receipt by the Executive of the applicable Notice of Termination (as defined below); (ii) commission by the Executive of an act of fraud upon, or gross negligence or willful gross misconduct of a material nature toward, the Company which causes material damages to the Company, as reasonably determined in good faith by the Board; (iii) the Executive’s conviction of or plea of nolo contendere to any felony; (iv) the Executive is found by a court after an opportunity for a hearing to have breached any provision of Section 6; (v) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (vi) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing or (vii) the willful and continuing failure of the Executive to carry out, or comply with, in any material respect, any legal directive of the Board consistent with the terms of this Agreement which (if capable of being remedied) is not fully remedied, to the reasonable good faith satisfaction of the Board, within thirty (30) days following the receipt by Executive of the applicable Notice of Termination. Notwithstanding the foregoing, the Executive’s termination of employment by the Company shall not constitute a termination by the Company for "Cause" shall mean termination by action of at least two-thirds Cause unless each of the non-management membership following conditions is satisfied: (1) the Company has provided a Notice of Termination to the Executive within 90 days following the initial existence of the conditions or circumstances allegedly constituting Cause (or if later, within 90 days following the Company’s initial discovery thereof); (2) any applicable cure period, as set forth above, has lapsed without remedy by the Executive; (3) the Executive has been provided a timely and reasonable opportunity to appear before the Board, represented by legal counsel, to discuss such termination of employment; and (4) a majority of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars has voted in favor of the action or inaction alleged to constitute "Cause" because of (i) terminating the Executive's conviction of’s employment for Cause within 30 days following the hearing described in clause (2). For purposes of this Agreement, or plea of guilty or nolo contendere to, any felony (whether or not involving “without Cause” shall mean a termination by the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, ’s employment for any reason other than by reason of illnessa termination based upon Cause, to follow the lawful directions of the Board following thirty days prior written notice to the Executive death or Disability and shall include a termination of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured ’s employment for any reason other than for Cause following the nonrenewal of the Employment Term by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Subject to Executive’s failure to cure a breach in the manner and time described below, the Company shall have the right to may terminate the Executive's ’s employment for Cause immediately. As used in this Agreement, the term “for Cause. For purposes hereof, ” shall be limited to a termination for the following acts by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of Executive: (i) misappropriation or embezzlement of the funds or property of the Company or any subsidiary, falsification of any Company or 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 ’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 the Executive is determined to have a Disability (as defined in Section 9(d)) or in the event of Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s performance of his duties; (iv) any material breach by Executive of any agreement (including this Agreement or the Confidentiality Agreement (as defined in Section 11)) between Executive and the Company; (v) Executive’s conviction of, or (including any plea of guilty or nolo contendere tocontendere) of any felony, any felony (whether misdemeanor involving dishonesty or not involving the Company or any of its subsidiaries) fraud, or any other crime involving moral turpitude which subjectscriminal 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 if generally knownchronic addiction to alcohol on the part of Executive, would subjectother 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 or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by shall give the Executive in respect written notice prior to terminating this Agreement of the Executive's obligations under this Agreement’s employment, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions setting forth a general description of the Board following grounds for termination and the conduct required to cure such grounds for termination. The Executive shall have thirty (30) days prior written from the receipt of such notice within which to cure any such grounds for termination to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests satisfaction of the Company, and which shall not include failure to act be determined by reason of total or partial incapacity due to physical or mental illnessthe Company in its reasonable discretion.

Cause. The Company shall have the right to terminate Termination of the Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's Executive intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or the Bank resulting in his conviction of a felony; (ii) the Executive is convicted of, or plea of pleads guilty or nolo contendere to, any a felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or turpitude; (iii) willful refusal the Executive willfully fails or continuing failure refuses to attemptperform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, without proper cause and, rule or regulation (other than by reason traffic violations or similar offenses), or final cease and desist order in connection with his performance of illnessservices for the Corporation or the Bank, and fails to follow the lawful directions of the Board cure such breach or violation within fifteen (15) days following thirty days prior written notice to thereof from the Executive Corporation or the Bank. For purposes of the Executive's refusal to performthis section, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act on the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions part of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done it is done, or omitted to be done, by the Executive intentionally and in bad faith or without the Executive's reasonable belief that the Executive's action or inaction omission was in the best interests of the CompanyCorporation or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Boards or based upon the written advice of counsel for the Corporation or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation or the Bank. The cessation of employment by the Executive shall not be deemed to be for "cause" within the meaning of this section unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the non-employee members of the Boards at a meeting of the Boards called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Boards), finding that, in the good faith opinion of the Boards, the Executive is guilty of the conduct described in this section, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof in detail.

Cause. The Company Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” shall have the right to terminate the Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) the Executive's conviction of, Executive repeatedly refuses or plea of guilty or nolo contendere to, fails to perform any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement’s duties and responsibilities as determined from time to time by the Company, or (iii) willful refusal or continuing failure to attemptincluding, without proper cause and, limitation: (a) the Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than by reason of illness, for a temporary or permanent disability) which remains uncured to follow the lawful directions reasonable satisfaction of the Board Company following thirty days prior (30) days’ written notice from the Company of such alleged fault; and (b) the Executive’s refusal to the Executive comply with any lawful directive or policy of the Executive's Company which refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" Executive within thirty (30) days of such written notice from the Company; provided, that the Company shall not include a bona fide disagreement over a corporate policy, so long as be required to give the Executive does not willfully violate on more than two cure periods with respect to this clause (i); (ii) the Executive acts (including a continuing basis specific written directions from failure to act) in a manner which constitutes gross and willful misconduct or gross negligence in the Boardperformance of the Executive’s duties; (iii) the Executive commits a material act of fraud, which directions are consistent 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 the provisions of this Agreement. Action or inaction respect thereto; (v) a breach by the Executive shall not be considered "willful" unless done of a material provision of this Agreement or omitted by any other written agreement with the Executive intentionally and without Company; (vi) the Executive's reasonable belief that ’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 dishonesty or moral turpitude; or (vii) the Executive's action ’s habitual or inaction was in the best interests repeated misuse of, or habitual or repeated performance of the CompanyExecutive’s duties under the influence of, and shall not include failure to act by reason of total alcohol or partial incapacity due to physical or mental illnesscontrolled substances.

Cause. The Cause" means (a) the Executive is convicted of a felony involving moral turpitude, (b) the Executive commits a willful serious act intending to enrich himself at the expense of the Company or any affiliated entity, or (c) the Executive, in carrying out his duties and responsibilities under this Agreement, (i) is guilty of willful gross neglect, or (ii) voluntarily engages in conduct that results in material harm to the Company or any affiliated entity, unless such conduct was reasonably believed by the Executive in good faith to be in the best interests of the Company. In each case, the existence of Cause must be confirmed by a majority of the Board of Directors of the Company (the "Board") prior to any termination therefor. In the event of such a confirmation, the Company shall have notify the right Executive that the Company intends to terminate the Executive's employment for CauseCause (the "Confirmation Notice"). For purposes hereofThe Confirmation Notice shall specify the act, a termination by or acts, upon the Company for "Cause" shall mean termination by action basis of at least two-thirds of which the non-management membership majority of the Board at a meeting duly called and held upon at least 15 has so confirmed the existence of Cause. If the Executives notifies the Company in writing (the "Opportunity Notice") within five days prior written notice to after the Executive specifying has received the particulars 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 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 action 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 inaction alleged a sufficient quorum thereof) and the Executive is scheduled to constitute "Cause" because of (i) occur, the Executive shall be suspended with pay from his employment with the Company and the Executive's conviction of, or plea access to the principal offices of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiariesassets 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 a sufficient quorum thereof) or any other crime involving moral turpitude which subjects, attends such meeting and does not rescind its confirmation at such meeting or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of fails to attend such meeting for any reason, the Executive's obligations under employment by the Company shall, immediately upon the closing of such meeting, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time deadline specified in this AgreementSection 5.B., or (iii) willful refusal or continuing failure to attemptthe Executive's employment with the Company shall, without proper cause and, other than on the sixth day after the receipt by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to performConfirmation Notice, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "be terminated for Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereof, a termination may at any time by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying terminate the particulars Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination and any other amounts required to be paid under applicable law. For the purposes of the action or inaction alleged to constitute "this Agreement, “Cause" because of ” means: (i) continued neglect by the Executive of the Executive's ’s duties hereunder, (ii) continued incompetence or unsatisfactory attendance, (iii) conviction of, or plea of guilty or nolo contendere to, any felony felony, (whether iv) violation of the rules, regulations, procedures or not involving instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, (v) willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, (vi) breach of fiduciary obligation owed to the Company or commission of any act of its subsidiaries) fraud, embezzlement, disloyalty or any other crime involving moral turpitude which subjectsdefalcation, or if generally knownusurpation of a Company opportunity, would subject(vii) breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, (viii) any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or rule that constitutes material insubordination, (x) engaging in any discriminatory or sexually harassing behavior, or (xi) using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries to public ridicule or embarrassmentaffiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company for any or the events described in clauses (i), (ii), (iv), and (ix) fraud shall only be effective on fifteen (15) days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice determines that its fiduciary obligation requires it to the effect a termination of Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessfor Cause immediately.

Cause. The Company “Cause” for termination shall have the right to terminate the Executive's employment for Cause. For purposes hereof, mean a termination determination by the Company for "Cause" shall mean termination by action Board of at least two-thirds Directors in good faith that any of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following events has occurred: (i) indictment of the Executive's conviction Executive of, or the conviction or entry of a plea of guilty or nolo contendere toby the Executive to any felony, any felony (whether or not involving the Company or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of its subsidiariesa 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 crime involving moral turpitude which subjectsconduct 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 if generally known, would subject, the Company willful destruction or any of its subsidiaries failure to public ridicule or embarrassment, (ii) fraud preserve documents or other materials known to be relevant to such investigation or the willful misconduct inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties good faith and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and DiamondRock Group. The cessation of employment of the Executive shall not include failure be deemed to act be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by reason the affirmative vote of total or partial incapacity due to physical or mental illnessthe Board of Directors, finding that, 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 member of the Board of Directors, the Executive shall not vote on such resolution.

Cause. The Company shall have the right to may terminate the Executive's ’s employment for Cause. For purposes hereofof this Agreement (except as set forth below), “Cause” shall mean that the Board, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct; (ii) engaged in or committed theft, fraud or other conduct constituting a termination felony (other than traffic related offenses or as a result of vicarious liability); (iii) refused or demonstrated an unwillingness to substantially perform his duties for a 30-day period after written demand for substantial performance that refers to this Section 3(d) and is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties for "Cause" shall mean termination by action the Company or Apria Healthcare; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company, Apria Healthcare or 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 at least two-thirds injuring the reputation or business of the non-management membership Company or Apria Healthcare; (vi) willfully violated his fiduciary duty or his duty of loyalty to the Board at a meeting duly called and held upon at least 15 days prior written notice Company or Apria Healthcare or the Company’s Code of Ethical Business Conduct in any material respect; (vii) used alcohol or drugs (other than drugs prescribed to the Executive specifying by a physician and used by the particulars 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 action effect of materially injuring the reputation or inaction alleged to constitute "Cause" because business of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiariesApria Healthcare; or (viii) engaged in or committed any other crime involving moral turpitude which subjects, material breach of this Agreement or if generally known, would subject, the Letter Agreement for a 30-day period after written notification is delivered by the Company or any 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 its subsidiaries to public ridicule or embarrassmentthe above clauses (i), (iiv) fraud or other willful misconduct by the Executive in respect and (vi) of the Executive's obligations under this AgreementSection 3(d), or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" ’s part shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" willful unless done or omitted to be done, by the Executive intentionally and him not in good faith or without the Executive's reasonable belief that the Executive's his action or inaction omission was in the best interests interest of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company 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's employment for Cause: (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 hereofof this provision, a termination 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 Company for "Cause" shall mean termination by Executive in bad faith or without reasonable belief that his action of at least two-thirds or omission was in the best interests of the non-management Trust, prior to the Effective Time of the Merger, and iStar thereafter. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for iStar shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Trust. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the membership of the Board at a meeting duly of the Board called and held upon at least 15 days prior written for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive was guilty of the conduct set forth in clause (i), (ii), (iii) or (iv) hereof, and specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive thereof in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessdetail.

Cause. The Company shall have the right to may terminate this Agreement and the Executive's ’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) any act of material insubordination on the part of the Executive's ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, any the Executive with respect to a felony (whether other than a traffic violation); (iv) the commission (or not involving attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiariesdivisions, subsidiaries or affiliates; (v) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct engaging by the Executive in respect an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive's ’s breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. 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, or Agreement (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive“Material Breach”). "Cause" A termination for Cause shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent take effect unless there is compliance with the provisions of this Agreementparagraph. Action or inaction Executive shall be given written notice by the Executive shall not Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests given within 90 days of the Company’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, and to the extent such cure is possible. If he fails to cure such conduct, Executive shall not include failure then be entitled to act 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. If, within five days following such hearing, Executive is furnished written notice by reason the Board confirming that, in its judgment, grounds for Cause on the basis of total or partial incapacity due to physical or mental illnessthe original notice exist, he shall thereupon be terminated for Cause.

Cause. The Company shall have the right to may terminate the Executive's ’s employment for “Cause. For purposes hereof”, a termination effective as of the date of the Notice of Termination (as defined in Section 6 below), subject to the payment by the Company for "Cause" shall mean termination by action of at least two-thirds to Executive of the non-management membership benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because Executive has (A) committed an act of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action fraud or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving embezzlement against the Company or any affiliate thereof, a knowing and willful unauthorized disclosure of its subsidiariesConfidential Information (as defined in Section 10 below) or any other crime involving moral turpitude of the Company which subjectsdisclosure results in material damage to the Company, or if generally known, would subject, a breach of one or more of the following duties to the Company which continues after written notice thereof specifying the particular events or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct conditions which constitute the alleged breach and the specific cure requested by the Executive Company and a reasonable opportunity to cure: (1) the duty not to take actions which would reasonably be viewed by the Company as placing Executive’s interest in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice a position adverse to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best 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 nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the Company, which misconduct or violation results in material damage to the Company or its reputation and continues after written notice thereof specifying the particular events or conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), including, but not limited to (1) intentional violations by Executive of written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) and do not require Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company’s code of corporate conduct; or (D) failed, after written notice from the Company to render services to the Company in accordance with this Agreement or 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 Company may suspend Executive, without pay, upon 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 guilty has been entered, at which time Executive shall not include failure be reinstated with the Company. Upon such reinstatement, Executive shall be entitled to act payment by reason the Company of total or partial incapacity due all Base Salary to physical or mental illnesswhich Executive would have otherwise been entitled to during the period of such suspension.

Cause. The Company “Cause” means (i) the Senior Adviser shall have been indicted for any felony or criminally charged with (or indicted for, if applicable) a crime, in each case, that involves dishonesty or moral turpitude, (ii) the right Senior Adviser shall have breached in any material respect any of the covenants contained in Section 5, 6 or 7(a) of this Agreement and, in the case of any such breach which is capable of being cured, such breach shall not have been cured within 30 days after receipt of written notice from the Company detailing such breach or (iii) the Senior Adviser willfully disregards or refuses to terminate perform his duties to the Executive's employment Company pursuant to this Agreement and such disregard or refusal to perform continues for Cause. For purposes hereofa period of 30 days after receipt of written notice (a “Performance Notice”) from the Company regarding such disregard or refusal to perform (other than due to Disability or temporary disability which, a termination in the reasonable judgment of the Board, causes the Senior Adviser to be incapable of devoting such time and energy), it being understood that no basis for Cause pursuant to this clause (iii) shall be deemed to exist (A) if, at all times prior to any Performance Notice or any other notice regarding the level of the Senior Adviser’s required services hereunder, the Senior Adviser has substantially performed in the manner and at the time or times requested by the Company for "Cause" shall mean or (B) if, as a result of changed circumstances, the Company requests that, in order to satisfy his obligations hereunder, the Senior Adviser must perform, over an extended period of time, a materially greater amount of services than the Company had previously requested and the Senior Adviser does not consent to perform such materially greater amount of services. The termination by action of at least two-thirds employment of the non-management membership Senior Adviser shall not be deemed to be for Cause pursuant to clause (iii) above unless and until there shall have been delivered to the Senior Adviser a copy of a resolution duly adopted by the Board at a meeting duly of the Board called and held upon at least 15 days prior written for such purpose (after reasonable notice is provided to the Executive Senior Adviser and the Senior Adviser is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Senior Adviser is guilty of the conduct described in clause (iii) above, and specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive thereof in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessdetail.

Cause. The Company shall have the right to terminate Termination of the Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's Executive intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or the Bank resulting in his conviction of a felony; (ii) the Executive is convicted of, or plea of pleads guilty or nolo contendere to, any a felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or turpitude; (iii) willful refusal the Executive willfully fails or continuing failure refuses to attemptperform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, without proper cause and, rule or regulation (other than by reason traffic violations or similar offenses), or final cease and desist order in connection with his performance of illnessservices for the Corporation or the Bank, and fails to follow the lawful directions of the Board cure such breach or violation within fifteen (15) days following thirty days prior written notice to thereof from the Executive Corporation or the Bank. For purposes of the Executive's refusal to performthis section, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act on the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions part of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done it is done, or omitted to be done, by the Executive intentionally and in bad faith or without the Executive's reasonable belief that the Executive's action or inaction omission was in the best interests of the CompanyCorporation or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Boards or based upon the written advice of counsel for the Corporation or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation or the Bank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (I) reasonable written notice to the Executive setting forth the reasons for the Employers' intention to terminate for Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the Boards of Directors of the Employers, and shall not include failure (iii) thereafter delivery to act by reason the Executive of total or partial incapacity due to physical or mental illnessa Notice of Termination from the Boards of Directors of the Employers finding that, in the good faith opinion of such Boards upon vote of at least 75% of the members of each Board, the Executive was guilty of conduct set forth above.

Cause. The Company shall have the right to may terminate the Employment Term and Executive's ’s employment for upon notice at any time with or without Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds any of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following: (i) Executive’s continued intentional failure or refusal to materially abide by the terms and conditions of this Agreement or perform substantially Executive's ’s assigned duties (other than as a result of total or partial incapacity due to Disability); (ii) Executive’s engagement in willful misconduct, including, without limitation, fraud, embezzlement, theft or dishonesty, in the course of Executive’s employment with the Company; (iii) Executive’s conviction of, or plea of guilty or nolo contendere to, any a felony (whether or not involving a crime other than a felony, which felony or crime involves moral turpitude or a breach of trust or fiduciary duty owed to the Company or any of its subsidiariesAffiliates; or (iv) Executive’s disclosure of material trade secrets or any other crime involving moral turpitude which subjects, or if generally known, would subject, material non-public confidential information of the Company or any of its subsidiaries Affiliates in violation of the Company’s policies that apply to public ridicule Executive or embarrassment, (ii) fraud any agreement with the Company or other willful misconduct by the Executive any of its Affiliates in respect of the Executive's obligations under this Agreementconfidentiality, nondisclosure or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, otherwise. No act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act on the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions part of this Agreement. Action or inaction by the Executive shall not be considered "“willful" ” unless done it is done, or omitted to be done, by the Executive intentionally and in bad faith or without the Executive's reasonable belief that the Executive's his action or inaction omission was in the best interests of the Company and its Affiliates. If an action or omission constituting Cause (other than pursuant to clause (iii)) is curable, Executive may be terminated only if Executive has not cured such action or omission within thirty (30) days following written notice thereof from the Company. Further, Executive will not be deemed to be discharged for Cause unless and shall not include failure until there is delivered to act Executive a copy of a resolution duly adopted by reason the affirmative vote of total a majority (or partial incapacity due any higher threshold contemplated by Section 4(e) of this Agreement) of the authorized number of directors on the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to physical or mental illnessExecutive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in reasonable detail.

Cause. This Agreement may be terminated for cause at the Company's option, at any time. Cause shall mean, for purposes of this Agreement, the Physicianls: (i) material breach of any provision of this Agreement; (ii) willful refusal to perform any duty directed by the Company's Board of Directors or a supervising officer, an executive of the Company or any authorized delegates, which is reasonably within the scope of the Physician's duties; (iii) misappropriation of assets or business opportunities of the Company for personal or non-Company use; (iv) conviction of any criminal act except for a minor traffic offense; (v) commission of fraud, embezzlement, or breach of trust relating to or arising out of his relationship with the Company, its subsidiaries and affiliates; (vi) revocation or suspension of Physician's license to practice medicine under the laws of the State of Florida after appeal rights have been exhausted (provided that a good faith and probable appeal has been made); (vii) inability to obtain adequate professional liability coverage in accordance with Section 3(e) of this Agreement due to the Physician's claims history or fault; (viii) failure or inability to competently and adequately perform his duties under this Agreement as determined by the Company's Board of Directors, exercisable in its reasonable discretion; or, (ix) Physician's breach of his obligations contained in Section 11(a) of this Agreement. Prior to the Company's termination of this Agreement for cause under Section 10(c)(ii, vi or viii), the Company shall first have provided Physician with at least thirty (30) days prior written notice and Physician shall have not, within that thirty (30) days remedied, to the Company's reasonable satisfaction, the basis of that termination. The Company shall have no further obligation under this Agreement to make any payments to, or bestow any benefits on, the right Physician from and after the date of the Physician's termination under this provision, other than as provided in Section 10(e). This Agreement may be terminated for cause at the Physician's option, for the Company's failure to terminate materially perform its obligations to the Executive's employment for Cause. For purposes hereof, a termination by Physician under this Agreement after the Company for "Cause" shall mean termination by action of has received at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 thirty (30) days prior written notice of that material failure and the Company has failed within that thirty (30) day period to remedy that substantial failure to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the ExecutivePhysician's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesssatisfaction.

Cause. The Company shall have the right to may terminate the Executive's employment for Cause. For purposes hereofCause (as defined below), a termination by the Company for "Cause" shall mean termination by action of at least two-thirds effective as of the non-management membership date of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars Notice of the action or inaction alleged to constitute "Cause" because of Termination (ias defined in Section 7 below) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the that notifies Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive’s termination for Cause. "Cause" shall not include a bona fide disagreement over a corporate policymean, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions for purposes of this Agreement. Action or inaction : (i) the continued failure by Executive to use good faith efforts in the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the performance of Executive's reasonable belief duties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (ii) the criminal felony indictment (or non-U.S. equivalent) of Executive by a court of competent jurisdiction; (iii) the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or otherwise) to the Executive's action Company, including (A) the unauthorized disclosure of material secret or inaction was Confidential Information (as defined in the best interests 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 termination (other than as described in clauses (ii), (iv) and (vii) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company's actual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) within thirty (30) days after such demand. References to the Company in subsections (i) through (viii) of this paragraph shall not also include failure to act by reason affiliates of total or partial incapacity due to physical or mental illnessthe Company.

Cause. The Company For purposes of this Option, “Cause” shall have the right meaning set forth in the employment agreement, if any, between the Optionee and the Company Group or any severance plan applicable to terminate Optionee, provided that if Optionee is not a party to an employment agreement that contains such definition or subject to a severance plan, then “Cause” shall mean any of the Executive's employment for Cause. For purposes hereoffollowing, a termination as reasonably determined, in good faith, by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of Board: (i) the Executive's conviction ofprosecution via information or indictment, or, if Optionee has waived any requirement of prosecution by indictment, the charge, of Optionee for a felony; (ii) the theft, conversion, embezzlement or plea misappropriation by Optionee of guilty funds or nolo contendere to, any felony (whether or not involving other assets of the Company or any of its subsidiaries) Group or any other crime involving moral turpitude which subjects, act of fraud or if generally known, would subject, dishonesty with respect to the Company Group (including acceptance of any bribes or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud kickbacks or other willful misconduct by the Executive in respect acts of the Executive's obligations under this Agreement, or self-dealing); (iii) willful refusal the intentional, grossly negligent or continuing unlawful misconduct by Optionee, but only to the extent that such actions or inactions (a) actually cause material and significant harm to the Company Group; and (b) were engaged in by the Optionee with knowledge that they would cause material and significant harm to the Company Group; (iv) the violation by Optionee of any law regarding employment discrimination or sexual harassment; (v) the failure by Optionee to attemptcomply with any material policy generally applicable to Company Group employees, without proper cause and, other than which failure is not cured in all material respects within 30 days after notice to Optionee; (vi) the repeated failure by reason of illness, Optionee to follow the lawful directions reasonable directives of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, any supervisor or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent failure is not cured in all material respects within 30 days after notice to Optionee; (vii) the unauthorized dissemination by Optionee of confidential information in violation of any agreement between the Company Group and Optionee; (viii) any material misrepresentation or materially misleading omission in any resume or other information regarding Optionee (including Optionee’s work experience, academic credentials, professional affiliations or absence of criminal record) provided by or on behalf of Optionee when applying for employment with the provisions Company Group; (ix) the Company Group’s discovery that, prior to Optionee’s employment with the Company Group, Optionee engaged in conduct of the type described in clauses (i) through (iv) above (it being understood that, in the case of clause (iii) above, such harm having impacted Optionee’s prior employer or the Company Group); or (x) any other material breach by Optionee of this Agreement. Action or inaction by the Executive shall Agreement that is not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure cured within 30 days after notice to act by reason of total or partial incapacity due to physical or mental illnessOptionee.

Cause. The Company shall have the right to may terminate the Executive's employment for "Cause. For purposes hereof, ." A termination for Cause is a termination evidenced by a finding adopted in good faith by the Board that the Executive (i) willfully and continually failed to substantially perform his duties with the Company for "Cause" shall mean termination by action of at least two-thirds of (other than a failure resulting from the non-management membership of the Board at a meeting duly called Executive's incapacity due to physical or mental illness) and held upon at least 15 days prior such failure continues after written notice to the Executive specifying the particulars providing a reasonable description of the action or inaction alleged basis for the determination that the Executive has failed to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentperform his duties, (ii) fraud or indicted for a criminal offense other willful misconduct by than misdemeanors not disclosable under the Executive in respect of the Executive's obligations under this Agreementfederal securities laws, or (iii) willful refusal has breached this Agreement in any material respect and such breach is not susceptible to remedy or continuing failure cure or has not already materially damaged the Company, or is susceptible to attemptremedy or cure and no such damage has occurred, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior is not cured or remedied reasonably promptly after written notice to the Executive providing a reasonable description of the breach, (iv) engaged in conduct to the material detriment of the Company that is dishonest, fraudulent, unlawful or grossly negligent or which is not in compliance with the Company's Code of Conduct or similar applicable set of standards or conduct and business practices set forth in writing and provided to the Executive prior to such conduct, or (v) any regulatory authority, gaming commission, lottery agency or similar authority in any jurisdiction in which the Company is conducting business or intends to submit a proposal or conduct business finds the Executive unsuitable or unfit to continue to act as a representative, officer, director or employee of the Company, 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 refusal to performpart, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" for purposes of (i) above unless done he has acted or omitted failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive intentionally after Notice of Termination is given by the Executive shall constitute Cause for purposes of this Agreement. Termination for Cause shall be by action of the Chairman of the Board after giving the Executive and without his legal advisors an opportunity to meet with the Executive's reasonable belief Chairman of the Board, contest the basis for termination, and to demonstrate that the Executive's action or inaction was continued employment is in the best interests of the Company. In addition, and shall not include failure 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 act by reason 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 total the Executive. During the leave of absence the Executive will be 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 standing of the Company with any such authority, commission or partial incapacity due to physical or mental illnessagency, the Company may terminate the Executive for Cause.

Cause. The Company For purposes of this Award, “Cause” shall have the right meaning set forth in the employment agreement, if any, between the Holder and the Company Group or any severance plan applicable to terminate the Executive's Holder; provided that if Holder is not a party to an employment for agreement or subject to a severance plan that contains such definition, then “Cause. For purposes hereof” shall mean any of the following, a termination as reasonably determined, in good faith, by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of Board: (i) the Executive's conviction ofprosecution via information or indictment, or, if Holder has waived any requirement of prosecution by indictment, the charge, of Holder for a felony; (ii) the theft, conversion, embezzlement or plea misappropriation by Holder of guilty funds or nolo contendere to, any felony (whether or not involving other assets of the Company or any of its subsidiaries) Group or any other crime involving moral turpitude which subjects, act of fraud or if generally known, would subject, dishonesty with respect to the Company Group (including facilitating or accepting any of its subsidiaries to public ridicule bribes or embarrassment, (ii) fraud kickbacks or other willful misconduct by the Executive in respect acts of the Executive's obligations under this Agreement, or self-dealing); (iii) willful refusal the intentional, grossly negligent or continuing unlawful misconduct by Holder, but only to the extent that such actions or inactions (a) actually cause material harm to the Company Group; and (b) were engaged in by the Holder with knowledge that they would cause material harm to the Company Group; (iv) the violation by Holder of any law regarding employment discrimination or sexual harassment; (v) the failure by Holder to attemptcomply with any material policy generally applicable to Company Group employees, without proper cause and, other than which failure is not cured in all material respects within 30 days after notice to Holder; (vi) the repeated failure by reason of illness, Holder to follow the lawful directions reasonable directives of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, any supervisor or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent failure is not cured in all material respects EXHIBIT 10.1 within 30 days after notice to Holder; (vii) the unauthorized dissemination by Holder of confidential information in violation of any agreement between the Company Group and Holder; (viii) any material misrepresentation or materially misleading omission in any resume or other information regarding Holder (including Holder’s work experience, academic credentials, professional affiliations or absence of criminal record) provided by or on behalf of Holder when applying for employment with the provisions Company Group; (ix) the Company Group’s discovery that, prior to Holder’s employment with the Company Group, Holder engaged in conduct of the type described in clauses (i) through (iv) above (it being understood that, in the case of clause (iii) above, such harm having impacted Holder’s prior employer or the Company Group); or (x) any other material breach by Holder of this Agreement. Action or inaction by the Executive shall Agreement that is not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure cured within 30 days after notice to act by reason of total or partial incapacity due to physical or mental illnessHolder.

Cause. The Company shall have the right to may terminate the Executive's ’s employment for “Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds ,” effective as of the non-management membership date of the Board at a meeting duly called and held upon at least 15 days prior written notice Notice of Termination (as defined in Section 7 below). “Cause” shall mean, for purposes of this Agreement: (a) Executive’s act of fraud, dishonesty, misappropriation, or embezzlement with respect to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of Company; (ib) the Executive's ’s conviction of, or plea of guilty or nolo contendere no contest to, any felony felony; (whether c) Executive’s violation of the Company’s drug policy or anti-harassment policy; (d) Executive’s admission of liability of, or finding by a court or the US Securities and Exchange Commission (or a similar agency of any applicable state) of liability for, the violation of any “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Securities Laws which are not involving criminal in nature). As used herein, the term “Securities Laws” means any Federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; (e) Executive’s failure after reasonable prior written notice from the Company to comply with any valid and legal directive of the Board that is not remedied within thirty (30) days of Executive being provided written notice thereof from the Company or Executive’s willful gross negligence in performance, or willful non-performance, of any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, Executive’s duties and responsibilities with respect to the Company or any that is not remedied within thirty (30) days of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive being provided written notice thereof from the Executive in respect of the Executive's obligations under this Agreement, Company; or (iiif) willful refusal or continuing failure to attempt, without proper cause and, other than by reason as provided in clauses (a) through (e) above, Executive’s material breach of illness, to follow the lawful directions any material provision of the Board following this Agreement that is not remedied within thirty (30) days prior of Executive being provided written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executivethereof. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not have acted, and shall not be considered "deemed for purposes of this Agreement to have acted, in a “willful" unless done ” manner if Executive acted, or omitted by the Executive intentionally and without the Executive's reasonable belief failed to act, in a manner that the Executive's action he believed in good faith to be in, or inaction was in not opposed to, the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The In the event Executive’s employment is terminated for Cause, the Company shall have be released from any and all further obligations under this Agreement subject to the right provisions of Section 13 herein concerning Arbitration of disputes, except the Company shall be obligated to terminate pay Executive his Base Salary, reimbursable expenses and benefits owing to Executive through the Executive's employment for CauseTermination Date (any vested retirement benefits of Executive shall be payable in accordance with such plans). For purposes hereof, a termination Termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's ’s conviction of, by a court (or plea of guilty guilty, no contest, deferred adjudication or nolo contendere probation) of, to, any felony (whether or not involving the Company for a felony, or any of its subsidiaries) crime involving theft, fraud, dishonesty, embezzlement, or any other crime involving moral turpitude which subjectsinvolves immoral conduct or actions likely to harm the reputation of the Company, whether or not committed in the course of performing services for the Company; (ii) Executive’s breach of any fiduciary duty to the Company; (iii) material act(s) or omission(s) taken by Executive in connection with his employment which are dishonest or fraudulent; (iv) the commission by Executive of any material actions in violation of the written rules, policies, ethical standards or codes of conduct of the Company or Affiliates, conduct by Executive that is insubordinate or involves repeated absenteeism, or if generally knownExecutive’s performance of his duties hereunder which is deemed to be unsatisfactory job performance either in the manner of fulfillment of such duties or the results achieved, but only after written warning to Executive advising him of the deficiencies in job performance and/or objectives and describing the improvement needed; (v) conduct by Executive giving rise to a claim by another employee of unlawful harassment or discrimination, which claim, after a complete and diligent investigation, would subjectlead a reasonable person to conclude that Executive has violated state or federal discrimination laws, in a manner which would reasonably and customarily require the discharge of an executive employee; (vi) conduct by Executive, or Executive’s failure to act giving rise to Legitimate Claims by any persons that the Company or any of its subsidiaries to public ridicule is in violation of any federal, state or embarrassment, (ii) fraud local civil or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.criminal Execution Version Employment Agreement Xxxx Xxxxxxx

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereofof this Agreement, a termination by of employment is for “Cause” if the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" occurs because of Executive’s: (i) 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; however, Company confidential information or trade secrets does not include any information that has become publicly known and made generally available through no wrongful act of Executive's , or information already known to Executive prior to entering into this Agreement. Further, disclosure of confidential information or trade secrets made in the ordinary course of the Company’s business under a non-disclosure agreement and in the best interest of the Company shall not be deemed an unauthorized use or disclosure; (ii) conviction of, or plea of guilty “guilty” or nolo contendere “no contest” to, any a felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude turpitude; (iii) willful misfeasance or gross misconduct in the performance of Executive’s duties; (iv) substance abuse that in any manner materially interferes with the performance of Executive’s duties; (v) chronic absence from work for reasons other than illness; or (vi) failure to perform Executive’s assigned duties, after receiving written notice from the Company, which subjectsshall be based on reasonable grounds relating to failure to perform, and an opportunity of at least thirty (30) days or whatever additional time may be reasonably necessary, not to exceed ninety (90) days, to correct any such failure and/or dispute the original notice. Although the foregoing are an exclusive list of the grounds for terminating Executive’s employment for “Cause,” it is expressly understood that the Company, or if generally knownany acquirer or successor of the Company, would subjectmay 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; (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; or (c) a material breach by the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement; provided, or 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 (iiiA) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior Executive provides written notice to the Company of the event within ninety (90) days of the occurrence of such event, (B) the Company fails to cure the condition caused by such event within thirty (30) days after receipt from Executive of written notice of the Executive's refusal event, and (C) the Executive provides written notice of his intent to perform, or terminate employment within thirty (30) days following the Company’s failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesscure.

Cause. The Company shall have the right to may terminate the Executive's Employee’s employment hereunder for CauseCause (as defined below) at any time upon delivery of written Notice of Termination (as defined below) to the Employee. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of (1) the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because conviction of (i) or the Executive's conviction of, or plea of guilty or no contest to) a felony, as evidenced by a judgment, order or decree of, or acceptance of a plea of nolo contendere to(or similar plea) by, any felony (whether or not involving a court of competent jurisdiction, which the Company or any Board reasonably determines is likely to have a material adverse effect on the ability of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries Employee to public ridicule or embarrassmenteffectively perform the Employee’s duties, (ii2) fraud unreasonable neglect or other willful misconduct refusal by the Executive in respect Employee to perform the Employee’s duties or responsibilities that remains uncured for at least ten (10) days following the Employee’s receipt of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's such neglect or refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with (3) the provisions Employee’s performance of this Agreement. Action an act or inaction failure to perform an act which, if the Employee were prosecuted and convicted, would constitute a felony, (4) a material violation by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests Employee of the Company’s established policies and procedures that remains uncured for at least ten (10) days following the Employee’s receipt of written notice of such violation from the Board, (5) the breach by the Employee of any of the Employee’s material obligations under this Agreement that remains uncured for at least ten (10) days following the Employee’s receipt of written notice of such breach from the Board; provided that the Employee shall not have any opportunity to cure any material breach of Section 8 or Section 9 hereof, or (6) the Employee’s commission of an act of fraud, misappropriation or embezzlement against the Company. A determination of whether the Employee’s actions justify termination for Cause and the date on which such termination is effective shall in each case be made in good faith by the Board; provided that the mere allegation of any act described in clause (3) or (6) above shall not constitute a sufficient basis for “Cause” under such clause (3) or (6), as applicable, and the Employee shall be given in advance of such determination a full and detailed written statement of the basis of such claim and shall be given the opportunity to provide contrary proof before the Board, except that such opportunity will not include failure be required to act by reason be given in the event of total or partial incapacity due actual conviction of the type of felony referred to physical or mental illnessabove.

Cause. The Company shall have “Cause” means the right to terminate the Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action occurrence of at least two-thirds any of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action following actions or inaction alleged to constitute "Cause" because of events: (i) Executive’s willful material misconduct or material breach of any written agreement between Executive and the Company (including without limitation this Agreement or the Executive's ’s Confidentiality Agreement or Replacement Confidentiality Agreement), (ii) Executive’s conviction of, or plea of guilty or nolo contendere no contest to, any felony felony, or of or to a crime involving moral turpitude, (whether iii) the performance of an illegal act by Executive while purporting to act on the Company's behalf, or not involving engaging in activities directly in competition or antithetical to the best interests of the Company or any of its subsidiaries) Affiliate, including but not limited to material personal dishonesty, in each case, which is materially injurious to the financial condition or any other crime involving moral turpitude which subjectsbusiness reputation of, or if generally known, would subjectis otherwise materially injurious to, the Company or any of its subsidiaries to public ridicule or embarrassmentAffiliate, (iiiv) fraud or other willful misconduct by the Executive in respect unauthorized use or disclosure of confidential information or trade secrets of the Company or any Affiliate or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive's obligations under this Agreement’s relationship with the Company, (v) an intentional violation of any federal, state or local law or regulation applicable to the Company or any Affiliate or their business, or (iiivi) willful refusal or continuing Executive’s continued failure to attemptperform Executive’s duties or responsibilities to the Company or any Affiliate or deliberate violation of a Company policy, without proper cause andincluding but not limited to those relating to xxxxxxx xxxxxxx or sexual harassment in each case as determined by the Board, other than by reason of illnessin its sole discretion. Notwithstanding the foregoing, to follow the lawful directions of Cause shall only exist after; (x) the Board following thirty days prior delivers written notice to the Executive of the Executive's refusal to performBoard’s determination that Cause exists; (y) such notice sets forth in reasonable detail such facts and circumstances, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from along with the Board’s determination, which directions in its discretion, of whether such events are consistent with reasonably capable of being corrected; and (z) only if the provisions Board has determined that such events are reasonably capable of this Agreementbeing corrected, Executive has failed to fully correct any of the events listed above within 10 days following delivery to Executive of the Board’s written notice of its determination that Cause exists. Action or inaction by For the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was avoidance of doubt, in the best interests event the Board determines, in its discretion, that such events constituting Cause are not reasonably capable of being corrected, Cause shall be deemed to exist immediately upon the Board’s delivery of the Company, written notice described in the foregoing clauses (x) and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness(y).

Cause. The Company shall have the right to may terminate the Executive's ’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For “Cause” shall mean, for purposes hereofof this Agreement: (a) 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 other allowable leave of absence); (b) the criminal felony indictment of Executive by a court of competent jurisdiction; (c) the engagement by Executive in misconduct that has caused, a termination by or, in the good faith judgment of the Board, is reasonably likely to cause, if not discontinued, harm (financial or otherwise) to the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice or its affiliates; such harm to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of include, without limitation, (i) the Executive's conviction of, unauthorized disclosure of material secret or plea Confidential Information (as defined in Section 10(d) below) of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiariesaffiliates, (ii) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the debarment of the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct affiliates by the Executive in respect of U.S. Food and Drug Administration or any successor agency (the Executive's obligations under this Agreement“FDA”), or (iii) willful refusal the revocation of the registration of the Company or continuing failure any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”); (d) the debarment of Executive by the FDA; (e) the continued breach by Executive of this Agreement that is materially injurious to attemptthe Company, without proper cause andor (f) Executive makes, or is 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 termination (other than by reason of illnessas described in clauses (b) and (d) above), the Company must deliver a written demand to follow Executive which specifically identifies the lawful directions of the Board following thirty conduct that may provide grounds for Cause within ninety (90) calendar days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company’s knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) within fifteen (15) days after such demand. References to the Company in subsections (a) through (f) of this paragraph shall not also include failure to act by reason affiliates of total or partial incapacity due to physical or mental illnessthe Company.

Cause. The Company “Cause” for termination shall have the right to terminate the Executive's employment for Cause. For purposes hereof, mean a termination determination by the Company for "Cause" shall mean termination by action of at least two-thirds Board in good faith that any of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following events has occurred: (i) indictment of the Executive's conviction Executive of, or the conviction or entry of a plea of guilty or nolo contendere toby the Executive to any felony, any felony (whether or not involving the Company or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of its subsidiariesa fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the Company, CSP Operating Partnership, LP (the “Operating Partnership”) and their subsidiaries (the Company, the Operating Partnership and their subsidiaries are hereinafter referred to as the “CSG”) 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 CSG, 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; (iv) any act or omission of the Executive that has a demonstrated and material adverse impact on CSG's reputation for honesty and fair dealing or any other crime involving moral turpitude which subjectsconduct of the Executive that would reasonably be expected to result in injury to the reputation of the CSG; 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 Company to cooperate, or if generally known, would subject, the Company willful destruction or any of its subsidiaries failure to public ridicule or embarrassment, (ii) fraud preserve documents or other materials known to be relevant to such investigation or the willful misconduct inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for CSG shall be conclusively presumed to be done, or omitted to be done, by the Executive in respect good faith and in the best interests of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason CSG. The cessation of illness, to follow the lawful directions employment of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" deemed to be for Cause unless done and until there shall have been (i) delivered to the Executive a notification stating the reasons for termination and providing the Executive 10 days from delivery of such notice to cure, if curable, the acts or omitted omissions constituting Cause, and thereafter (ii) delivered to the Executive a copy of a resolution duly adopted by the Executive intentionally and without affirmative vote of the Executive's reasonable belief that the Executive's action or inaction was Board, finding that, in the best interests good faith opinion of the CompanyBoard, and the Executive has engaged in the conduct described in this Section 2(b) that has not been cured; provided, that if the Executive is a member of the Board, the Executive shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessvote on such resolution.

Cause. The Company shall have the right to Company, acting by its Board of Directors, may terminate the Executive's ’s employment for “Cause. For purposes hereof, a .” A termination for Cause shall mean discharge by the Company for "Cause" shall mean termination by action of at least two-thirds reason of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following: (i) the Executive's ’s conviction of, or a plea of guilty or nolo contendere to, any act which constitutes a felony (whether or not involving offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or any which affects the Executive’s ability to perform the Executive’s obligations as an employee of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or under this Agreement or any non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of its subsidiaries to public ridicule or embarrassment, the Company; (ii) fraud or other the Executive’s willful misconduct by in connection with the Executive in respect performance of the Executive's obligations under this Agreement, or ’s duties and responsibilities as an employee of the Company; (iii) willful refusal the Executive’s commission of an act of embezzlement, fraud or continuing failure to attemptdishonesty which results in a loss, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice damage or injury to the Executive Company; (iv) the Executive’s substantial and continuing gross negligence in the performance of the Executive's ’s duties as an employee of the Company; (v) the Executive’s 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 this subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or (vii) the Executive’s continuing material failure or refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent ’s duties in accordance with the provisions terms of this Agreement. Action or inaction by Notwithstanding the foregoing, the Executive shall not be considered "willful" unless done or omitted deemed to have been terminated for Cause for any reason enumerated in this Section 11(b), without (i) written notice provided to the Executive not less than fourteen (14) calendar days prior to any final determination of Cause by the Board setting forth the Company’s intention to consider terminating the Executive intentionally for Cause and without including a statement generally setting forth the Executive's reasonable belief basis for such termination for Cause; (h) an opportunity for the Executive to be heard before the Board prior to any final determination of Cause by the Board (it being understood that counsel for the Executive may accompany the Executive to such hearing as an observer); and (iii) a duly adopted resolution of the Board that the Executive's action or inaction was in the best interests actions of the Company, Executive constituted Cause. Any purported termination of employment of the Executive by the Company which does not meet each and every substantive and procedural requirement of this paragraph shall not include failure to act by reason he treated for all purposes under this Agreement as a termination of total or partial incapacity due to physical or mental illnessemployment without Cause unless and until such substantive and procedural requirements are satisfied.

Cause. The Company shall have the right to may immediately terminate the Executive's ’s employment hereunder for CauseCause (subject to any cure periods described below). For purposes hereof, a termination by the Company for "of this Agreement “Cause" ” shall mean termination by action of at least two-thirds the Executive’s: (1) material failure to observe and comply with any of the nonCompany’s material written conduct policies, including without limitation its policies prohibiting harassment (sexual or otherwise) and discrimination, after notice of such breach and, if curable, an opportunity to cure such breach within ten (10) days (it being understood that, without limitation, substantiated violations of zero-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice tolerance misconduct shall not be “curable”); (2) continued failure to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) substantially perform the Executive's conviction of’s material duties with the Company, or plea of guilty or nolo contendere to, any felony which is not cured within thirty (whether or not involving the Company or any of its subsidiaries30) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct calendar days after receipt by the Executive of written notice of such failure; (3) substantial and repeated willful failure to carry out, or comply with, in any material respect any lawful and reasonable written directive of the Executive's obligations under this Agreement, or Supervisor (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessincapacity), after notice of such breach and, if curable, an opportunity to cure such breach within ten (10) days; (4) commission of any willful or intentional act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or any crime involving moral turpitude; (5) commission of any act of dishonesty, illegal conduct, unethical conduct, fraud, embezzlement, misappropriation, material misconduct, breach of fiduciary duty, or other act of moral turpitude in connection with the Executive’s employment which is or which is reasonably expected to be materially injurious to the Company or its Affiliates (defined below); (6) material and willful breach of this Agreement, after notice of such breach and, if curable, an opportunity to cure such breach within ten (10) days; or (7) at any time engaging in any form of willful misconduct or any other intentional action or omission that is damaging to the Company or its Affiliates (defined below) or their respective reputations, products, services or customers, after notice of such breach and, if curable, an opportunity to cure such breach within ten (10) days.

Cause. The Company shall have the right to may terminate this Agreement and the Executive's ’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) any act of material insubordination on the part of the Executive's ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, any the Executive with respect to a felony (whether other than a traffic violation); (iv) the commission (or not involving attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiariesdivisions, subsidiaries or affiliates; (v) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct engaging by the Executive in respect an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive's ’s breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors without a valid reason for such refusal. 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, or Agreement (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive“Material Breach”). "Cause" A termination for Cause shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent take effect unless there is compliance with the provisions of this Agreementparagraph. Action or inaction Executive shall be given written notice by the Executive shall not Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests given within 90 days of the Company’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, and to the extent such cure is possible. If he fails to cure such conduct, Executive shall not include failure then be entitled to act 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. If, within five days following such hearing, Executive is furnished written notice by reason the Board confirming that, in its judgment, grounds for Cause on the basis of total or partial incapacity due to physical or mental illnessthe original notice exist, he shall thereupon be terminated for Cause.

Cause. The Company shall have the right to may terminate the Executive's employment for "Cause. For purposes hereof, ." A termination for Cause is a termination evidenced by a finding adopted in good faith by the Board that the Executive (i) willfully and continually failed to substantially perform his duties with the Company for "Cause" shall mean termination by action of at least two-thirds of (other than a failure resulting from the non-management membership of the Board at a meeting duly called Executive's incapacity due to physical or mental illness) and held upon at least 15 days prior such failure continues after written notice to the Executive specifying the particulars providing a reasonable description of the action or inaction alleged basis for the determination that the Executive has failed to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentperform his duties, (ii) fraud or indicted for a criminal offense other willful misconduct by than misdemeanors not disclosable under the Executive in respect of the Executive's obligations under this Agreementfederal securities laws, or (iii) willful refusal has breached this Agreement in any material respect and such breach is not susceptible to remedy or continuing failure cure or has not already materially damaged the Company, or is susceptible to attemptremedy or cure and no such damage has occurred, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior is not cured or remedied reasonably promptly after written notice to the Executive providing a reasonable description of the breach, (iv) engaged in conduct to the material detriment of the Company that is dishonest, fraudulent, unlawful or grossly negligent or which is not in compliance with the Company's Code of Conduct or similar applicable set of standards or conduct and business practices set forth in writing and provided to the Executive prior to such conduct, or (v) any regulatory authority, gaming commission, lottery agency or similar authority in any jurisdiction in which the Company is conducting business or intends to submit a proposal or conduct business finds the Executive unsuitable or unfit to continue to act as a representative, officer, director or employee of the Company, 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 refusal to performpart, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" for purposes of (i) above unless done he has acted or omitted failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive intentionally after Notice of Termination is given by the Executive shall constitute Cause for purposes of this Agreement. Termination for Cause shall be by action of the Board after giving the Executive and without his legal advisors an opportunity to meet with the Executive's reasonable belief Board, contest the basis for termination, and to demonstrate that the Executive's action or inaction was continued employment is in the best interests of the Company. In addition, and shall not include failure the Company may require that the Executive take a paid leave of absence if the Board determines that there is a reasonable basis to act by reason 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 total the Executive. During the leave of absence the Executive will be entitled to demonstrate to the Board that such concerns are unfounded. However, if at any time following three months after the start of the leave of absence, the Board reasonably determines that a continuation of the Executive's employment will jeopardize the good standing of the Company with any such authority, commission or partial incapacity due to physical or mental illnessagency, the Company may terminate the Executive for Cause.

Cause. The Company shall have the right Wherever reference is made in this Agreement to terminate the Executive's employment for termination being with or without Cause. For purposes hereof, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, Executive repeatedly refuses or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or fails to perform any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries his duties and responsibilities as determined from time to public ridicule or embarrassment, (ii) fraud or other willful misconduct time by the Board or the Chief Executive in respect of Officer, including, without limitation (a) the Executive's obligations under this Agreement, ’s persistent neglect of duty or chronic unapproved absenteeism (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, for a temporary or permanent disability) which remains uncured to follow the lawful directions reasonable satisfaction of the Board or the Chief Executive Officer following thirty days prior (30) days’ written notice from the Company of such alleged fault and (b) the Executive’s refusal to the Executive comply with any lawful directive or policy of the Executive's Board which refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" Executive within thirty (30) days of such written notice from the Company; provided, that the Company shall not include a bona fide disagreement over a corporate policy, so long as be required to give the Executive does not willfully violate on more than two cure periods with respect to this clause (i), (ii) the Executive acts (including a continuing basis specific written directions from failure to act) in a manner which constitutes gross and willful misconduct or gross negligence in the Boardperformance of his duties, which directions are consistent (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relating to the Company or Holdings, (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 the provisions of this Agreement. Action or inaction respect thereto, (v) a breach by the Executive shall not be considered "willful" unless done of a material provision of this Agreement or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of any other written agreement with the Company, and shall not include failure to act by reason (vi) the Executive’s indictment for or conviction (or the entry of total a plea of a nolo contendere or partial incapacity due to physical equivalent plea) in a court of competent jurisdiction of a felony or mental illnessany misdemeanor involving material dishonesty or moral turpitude, or (vii) the Executive’s habitual or repeated misuse of, or habitual or repeated performance of the Executive’s duties under the influence of, alcohol or controlled substances.

Cause. The Executive’s employment with the Company shall have may be terminated by the right to terminate the Executive's employment for Company with or without Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) the continued failure of Executive to perform substantially Executive's conviction of’s duties with the Company or ​ ​ any of its affiliates or Executive’s material disregard of the directives of the CEO or the Board (in each case other than any 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 time by Executive to the CEO or the Board; (iii) Executive’s commission of any act of fraud, misappropriation (other than misappropriation of a de minimis nature) or plea of guilty embezzlement against or nolo contendere to, any felony (whether or not involving in connection with the Company or any of its subsidiariesaffiliates or their respective businesses or operations; (iv) a conviction, guilty plea or plea of nolo contendere of Executive for any other crime involving moral turpitude which subjects, dishonesty or if generally known, would subject, for any felony; (v) a material breach by Executive of his fiduciary duties of loyalty or care to the Company or any of its subsidiaries affiliates or a material violation of the Company’s Code of Business Conduct and Ethics or any other material breach of a Company policy, as the same may be amended from time to public ridicule or embarrassment, time; (iivi) fraud or other willful misconduct the engaging by the Executive in respect illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; or (vii) a material breach by Executive of the Executive's his obligations under Section 7 or 8 of this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt Agreement that is not cured (if curable) by Executive within 20 calendar days after written demand for such cure is delivered to Executive by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Company which specifically identifies the manner in which the Company believes that Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesshas materially breached his obligations.

Cause. The Company shall have the right Wherever reference is made in this Agreement to terminate the Executive's employment for termination being with or without Cause. For purposes hereof, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, Executive refuses or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or fails to perform any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries his duties and responsibilities as determined from time to public ridicule or embarrassment, (ii) fraud or other willful misconduct time by the Board or the Chief Executive in respect of Officer, including, without limitation (a) the Executive's obligations under this Agreement, ’s persistent neglect of duty or chronic unapproved absenteeism (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, for a temporary or permanent disability) which remains uncured to follow the lawful directions reasonable satisfaction of the Board or the Chief Executive Officer following thirty days prior (30) days” written notice from the Company of such alleged fault and (b) the Executive’s refusal to the Executive comply with any lawful directive or policy of the Executive's Board or the Chief Executive Officer which refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" Executive within thirty (30) days of such written notice from the Company; provided, however, that the Company shall not include a bona fide disagreement over a corporate policy, so long as be required to give the Executive does not willfully violate a cure period with respect to this clause (i) on more than one occasion; (as used in this Section 8.5, “Company” shall mean Holdings, the Company and each of the Company’s subsidiaries), (ii) the Executive acts (including a continuing basis specific failure to act) in a manner which constitutes willful misconduct, gross negligence, or insubordination, (iii) the Company determines that, in the reasonable judgment of the Board or the Chief Executive Officer, (x) the Executive has committed an act of fraud, personal dishonesty or misappropriation relating to the Company or Holdings, has violated any material provision of any written directions from policy of the BoardCompany or Holdings or (y) the Executive has committed any other act causing material harm to the Company’s or Holding’s standing or reputation, which directions are consistent or any 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, (iv) a material breach by the provisions Executive of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of , any other written agreement with the Company, and shall not include failure any fiduciary duty to act by reason the Company, (v) the Executive’s arrest, indictment for or conviction (or the entry of total a plea of a nolo contendere or partial incapacity due to physical equivalent plea) in a court of competent jurisdiction of a felony or mental illnessany misdemeanor involving material dishonesty or moral turpitude, or (vi) the Executive’s habitual or repeated misuse of, or habitual or repeated performance of the Executive’s duties under the influence of, alcohol or controlled substances.

Cause. The Company shall have Subject to the right to terminate the notification provisions of Section 8(f) below, Executive's employment hereunder may be terminated by the Company for Cause. For purposes hereofof this Agreement, a termination by the Company for term "Cause" shall mean termination be limited to (i) willful misconduct by action Executive with regard to the Company or OTX which has a material adverse effect on the Company or OTX and which is not cured within thirty (30) days of at least two-thirds receipt of a written notice from the non-management membership Board or the Chairman of the Board at which specifically identifies such purported misconduct by Executive; (ii) the willful refusal of Executive to attempt to follow the proper direction of the Board or the Chairman of the Board which is not cured within thirty (30) days of receipt of a meeting duly called and held upon at least 15 days prior written notice to from the Executive specifying Board or the particulars Chairman of the action or inaction alleged to constitute Board which specifically identifies such purported failure by Executive, provided that the foregoing refusal by Executive shall not be "Cause" because of (i) if such direction is illegal, unethical or immoral and Executive promptly so notifies the Executive's conviction of, Board or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect Chairman of the Executive's obligations under Board (whichever is applicable); (iii) material and continuing willful failure by Executive to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) which is not cured within thirty (30) days of receipt of a written demand for substantial performance from the Board or the Chairman of the Board which specifically identifies the manner in which it is believed that Executive has substantially and continually refused to attempt to perform his duties hereunder; (iv) Executive being convicted of a felony; (v) a material breach of this Agreement, which breach is not cured within thirty (30) days of receipt of a written notice of such breach from the Board or the Chairman of the Board which specifically identifies the manner in which it is believed that Executive has materially breached this Agreement, or (iiivi) drunkenness or the possession of narcotics on Company's property, willful refusal and material damage to Company property or continuing failure to attemptrepeated and material violations of Company's policies, without proper cause and, other than by reason provided that such violations have not been cured within thirty (30) days of illness, to follow the lawful directions receipt of the Board following thirty days prior written notice to which specifically identifies the Executive policies at issue. For purposes of the Executive's refusal to performthis paragraph, no act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the act, on Executive. "Cause" 's part shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted to be done, by the Executive intentionally him not in good faith and without the Executive's reasonable belief that the Executive's his action or inaction omission was in the best interests of the Company, and shall not include failure to act by reason of total Company or partial incapacity due to physical or mental illnessOTX.

Cause. The Company shall have has the right to terminate the Executive's ’s employment for CauseCause by providing Executive with a Notice of Termination, and such termination will not be a breach of this Agreement by the Company. For purposes hereofof this Agreement, a termination by “Cause” means the Company for "Cause" shall mean termination by action occurrence of at least two-thirds any one or more of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of following events: (i) the Executive's ’s conviction of, or plea entry by Executive of a guilty or nolo contendere to, any no contest plea to a felony or crime involving moral turpitude; (whether ii) Executive’s willful commission of an act of fraud or not involving dishonesty resulting in economic or financial injury to the Company or any affiliate; (iii) Executive’s willful failure to substantially perform or gross neglect of its subsidiariesExecutive’s duties, including, but not limited to, the failure to follow any lawful directive of the Board, within the reasonable scope of Executive’s duties; (iv) or any other crime involving moral turpitude which subjects, or if generally known, would subject, Executive’s performance of acts materially detrimental to the Company or any of its subsidiaries to public ridicule or embarrassmentaffiliate, (ii) fraud or other willful misconduct unless otherwise approved in advance by the Executive Board or the Compensation Committee; (v) Executive’s use of narcotics, alcohol, or illicit drugs in respect a manner that has or may reasonably be expected to have a detrimental effect on Executive’s performance of his duties as an employee of the Company or on the reputation of the Company or any affiliate; (vi) Executive's obligations under ’s commission of a material violation of any rule or policy sponsored by the Company which results in injury to the Company; (vii) Executive’s material breach of this Agreement, including, but not limited to, Executive’s material breach of the covenants set forth in Section 9 hereof; (viii) the occurrence or existence of any event constituting “Cause,” with respect to Executive, under Article 6 of that certain Second Amended and Restated Certificate of Incorporation of Chaparral Energy, Inc., as amended and restated on April 12, 2010; (the “Certificate of Incorporation”); (ix) a material breach by the Company of Article 7 of the Certificate of Incorporation caused by specific acts or omissions of Executive, provided that the Company fails to remedy such breach within ninety (90) days after the Company has knowledge of the initial existence of such breach; or (iiix) willful refusal or continuing failure to attempta material breach by Xxxxxxx Investments, without proper L.L.C., an Oklahoma limited liability company (“Xxxxxxx”), of that certain Stockholders’ Agreement, entered into April 12, 2010, by and among the Company, CCMP Capital Investors II (AV-2), L.P., a Delaware limited partnership, CCMP Energy I LTD., a Cayman limited company, CCMP Capital Investors (Cayman) II, L.P., Xxxxxxx, Altoma Energy, an Oklahoma general partnership, and CHK Holdings, L.L.C., an Oklahoma limited liability company. Notwithstanding the foregoing, Executive shall only be terminated for cause and, other than under this Section 5(c) if such decision is approved by reason of illness, to follow the lawful directions a majority vote of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent in accordance with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness’s bylaws.

Cause. The Company shall have the right be entitled to terminate the Executive's ’s employment for “Cause. .” For purposes hereofof this Agreement, “Cause” shall mean that the Executive: (i) pleads “guilty” or “no contest” to or is convicted of an act which is defined as a termination felony under federal or state law or as a crime under federal or state law which involves Executive’s fraud or dishonesty; (ii) in carrying out her duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of her duties hereunder, (vi) harasses or discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to such conduct; (vii) engages in any conduct that is reasonably likely to cause harm to the reputation of the Company or risk the loss of any license required by the Company for "Cause" shall mean termination in the jurisdiction where the Company currently operates or has plans to operate; (viii) makes a material disclosure as defined by action Section 10(a) or (ix) materially breaches any term of at least two-thirds this Agreement. In the event any of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of occurrences in (i) through (ix) above have occurred, the Executive's conviction ofExecutive shall be given written notice by the Company of its intention to so terminate her employment, such notice (i) to state in detail the particular act or plea 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 sixty (60) days after the Board knew of guilty such acts or nolo contendere tofailures to act. In the event such notice is timely given by the Company, the Executive shall have thirty (30) days after the date that the notice is given in which to cure such conduct, to the extent such cure is possible. For the avoidance of doubt, any felony of the occurrences constituting Cause set forth in clauses (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmenti), (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or and (iiiv) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, above cannot be cured. No act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the act on Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not ’s part will be considered "“willful" ” unless done done, or omitted to be done by the Executive intentionally not in good faith and without the Executive's reasonable belief that the Executive's her action or inaction omission was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have the right to Leucadia in its sole discretion may terminate the Executive's your employment for “Cause”. For purposes hereof, a termination by the Company for "“Cause" ” shall mean termination by action your: (a) material breach of at least two-thirds any written agreement between you and Leucadia; (b) material violation of the non-management membership any policy or procedure of the Board at a meeting duly called and held upon at least 15 days prior written notice Leucadia including, but not limited to the Executive specifying the particulars Code of the action Business Practice, that could result in harm to Leucadia, its reputation or inaction alleged to constitute "Cause" because employees; (c) violation of any Leucadia policy against discrimination or harassment; (id) the Executive's violation of any federal, state, local, or foreign securities law, rule, or regulation or any rule or regulation of any securities exchange or association or other regulatory or self-regulatory body or agency; (e) arrest for, conviction of, or plea of guilty or nolo contendere to, a crime that either could result in your statutory disqualification or results or could reasonably be expected to result in material and manifest harm to Leucadia, its reputation, or employees, and which Leucadia brings to your attention in writing not more than 30-days from the date of its discovery by Leucadia specifying in detail the nature of such matter; (f) engaging in criminal, illegal, dishonest, immoral, or unethical conduct related to your employment at Leucadia and that results in material and manifest harm to Leucadia, its reputation, or employees, and which Leucadia brings to your attention in writing not more than 30-days from the date of its discovery by Leucadia and specifying in detail the nature of such act; (g) failure to obtain or maintain any felony registration, license, or other authorization or approval reasonably required by Leucadia after receiving written notice from Leucadia and failing to cure such failure within 30-days after receiving such written notice; (whether h) engaging in any act constituting a breach of fiduciary duty, gross negligence, or not involving willful misconduct in connection with your employment and failing to cure such act within 30-days after receipt of written notice from the Company specifying in detail the nature of such act; or (i) refusal or failure to comply with any of its subsidiaries) the reasonable directions of or any other crime involving moral turpitude which subjectsprocedures established by the Board of Directors of Leucadia, Leucadia’s Executive Committee, or if generally known, your supervisor (unless such directions would subject, result in the Company commission of an act that is illegal or any unethical) after receiving written notice of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful such refusal or continuing failure and failing to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty cure such failure within 30-days prior after receiving such written notice to the Executive of the Executive's refusal to performnotice. An act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured act, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive you shall not be considered "deemed “willful" unless ” for purposes of this paragraph III.B. if done or omitted to be done by you (a) upon the Executive intentionally advice of counsel for Leucadia, and without (b) based upon the Executive's reasonable belief that the Executive's action direction or inaction was in the best interests instruction of the Company, and shall not include failure to act by reason Leucadia Board or the President or CEO of total or partial incapacity due to physical or mental illnessLeucadia.

Cause. This Agreement may be terminated for cause at the Company's option, at any time. Cause shall mean, for purposes of this Agreement, the Physicians: (i) material breach of any provision of this Agreement; (ii) willful refusal to perform any duty directed by the Company's Board of Directors or a supervising officer, an executive of the Company or any authorized delegates, which is reasonably within the scope of the Physician's duties; (iii) misappropriation of assets or business opportunities of the Company for personal or non-Company use; (iv) conviction of any criminal act except for a minor traffic offense; (v) commission of fraud, embezzlement, or breach of trust relating to or arising out of his relationship with the Company, its subsidiaries and affiliates; (vi) revocation or suspension of Physician's license to practice medicine under the laws of the State of Florida after appeal rights have been exhausted (provided that a good faith and probable appeal has been made); (vii) inability to obtain adequate professional liability coverage in accordance with Section 3(e) of this Agreement due to the Physician's claims history or fault; (viii) failure or inability to competently and adequately perform his historic duties under this Agreement as determined by the Company's Board of Directors, exercisable in its reasonable discretion; or, (ix) Physician's breach of his obligations contained in Section 11(a) of this Agreement. Prior to the Company's termination of this Agreement for cause under Section 10(c), the Company shall first have provided Physician with at least thirty (30) days prior written notice and Physician shall have not, within that thirty (30) days remedied, to the Company's reasonable satisfaction, the basis of that termination. The Company shall have no further obligation under this Agreement to make any payments to, or bestow any benefits on, the right Physician from and after the date of the Physician's termination under this provision, other than as provided in Section 10(e). This Agreement may be terminated for cause at the Physician's option, for the Company's failure to terminate materially perform its obligations to the Executive's employment for Cause. For purposes hereof, a termination by Physician under this Agreement after the Company for "Cause" shall mean termination by action of has received at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 thirty (30) days prior written notice of that material failure and the Company has failed within that thirty (30) day period to remedy that substantial failure to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the ExecutivePhysician's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesssatisfaction.

Cause. The Company Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” shall have the right to terminate the Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of 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 conviction of, ’s persistent neglect of duty or plea chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiariesfollowing thirty (30) or any other crime involving moral turpitude which subjects, or if generally known, would subject, days’ written notice from the Company of such alleged fault; and (b) the Executive’s refusal to comply with any reasonable and lawful directive or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect policy of the Executive's obligations under this Agreement, or (iii) willful Company which refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" Executive within thirty (30) days of such written notice from the Company; provided, that the Company shall not include a bona fide disagreement over a corporate policy, so long as be required to give the Executive does not willfully violate on more than two cure periods with respect to this clause (i); (ii) the Executive acts (including a continuing basis specific written directions from failure to act) in a manner which constitutes gross and willful misconduct or gross negligence in the Boardperformance of her duties; (iii) the Executive commits a material act of fraud, which directions are consistent 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 the provisions of this Agreement. Action or inaction respect thereto; (v) a breach by the Executive shall not be considered "willful" unless done of a material provision of this Agreement or omitted by any other written agreement with the Executive intentionally and without Company; (vi) the Executive's reasonable belief that ’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 dishonesty or moral turpitude; or (vii) the Executive's action ’s habitual or inaction was in the best interests repeated misuse of, or habitual or repeated performance of the CompanyExecutive’s duties under the influence of, and shall not include failure to act by reason of total alcohol or partial incapacity due to physical or mental illnesscontrolled substances.

Cause. The Executive’s employment with the Company shall have may be terminated by the right to terminate the Executive's employment for Company with or without Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of mean: (i) the continued failure of Executive to perform substantially Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving ’s duties with the Company or any of its subsidiariesaffiliates or Executive’s material disregard of the directives of the Board (in each case other than any 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 Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties or disregarded a directive of the Board; (ii) willful material misrepresentation at any time by Executive to the Board; (iii) Executive’s commission of any act of fraud, misappropriation (other than misappropriation of a de minimis nature) or any other crime involving moral turpitude which subjects, embezzlement against or if generally known, would subject, in connection with the Company or any of its subsidiaries affiliates or their respective businesses or operations; (iv) a conviction, guilty plea or plea of nolo contendere of Executive for any crime involving dishonesty or for any felony; (v) a material breach by Executive of his fiduciary duties of loyalty or care to public ridicule the Company or embarrassmentany of its affiliates or a material violation of the Company’s Code of Business Conduct and Ethics or any other material breach of a Company policy, as the same may be amended from time-to-time; (iivi) fraud or other willful misconduct the engaging by the Executive in respect illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; or (vii) a material breach by Executive of the Executive's his representations under Section 7 of this Agreement or his obligations under Section 8, 9 or 10 of this AgreementAgreement that, in the case of Sections 8 or (iii) willful refusal or continuing failure to attempt9, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured (if curable) by Executive within 20 calendar days after written demand for such cure is delivered to Executive by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Board which specifically identifies the manner in which the Board believes that Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesshas materially breached his obligations.

Cause. The Company shall have term “Cause” means: (a) Executive’s willful misconduct or gross negligence in connection with the right to terminate the performance of Executive's employment ’s material employment-related duties for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action or any of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of its Subsidiaries; (ib) the Executive's ’s conviction of, or a plea of guilty or nolo contendere to, a felony or a crime involving fraud or moral turpitude; (c) Executive’s engaging in any felony (whether business that directly or not involving indirectly competes with the Company or any of its subsidiariesSubsidiaries; (d) Executive’s disclosure of Trade Secrets, customer lists or any other crime involving moral turpitude which subjects, or if generally known, would subject, Confidential Information of the Company or any of its subsidiaries Subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, any unauthorized person; or (iiie) Executive’s engaging in willful refusal or continuing failure serious misconduct that has caused or could reasonably be expected to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice result in material injury to the Executive Company or any of its Subsidiaries, including, but not limited to by way of damage to the Executive's refusal Company’s or Subsidiary’s reputation or public standing or material violation of Company policy as in effect from time to performtime. For purposes of this Section 16.3, no act, or failure to attempt act, on Executive’s part shall be deemed “willful” unless done, or omitted to perform such duties be done, by Executive not in good faith and which during such thirty day period such refusal without reasonable belief that Executive’s act, or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policyact, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests interest of the Company. A termination of employment by Executive for an event set forth in clause (a), (c) or (e) this Section 16.3 will not constitute Cause unless (A) within the thirty (30) day period immediately following the occurrence of such event, the Company has given written notice to Executive of the event relied on for such termination, (B) Executive has not remedied such event within (15) days (the “Cure Period”) of the receipt of such notice, and (C) the Company, within thirty (30) days after the end of the Cure Period, elects by written notice to Executive to terminate Executive’s employment, to be effective immediately. In all events, Company shall not include failure give written notice to act by reason Executive of total or partial incapacity due any termination of Executive’s employment for Cause and the specific event relied upon as Cause, setting forth in reasonable detail the facts and circumstances claimed to physical or mental illnessprovide a basis for termination of Executive’s employment under the provision so indicated.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereof, a termination Immediately upon written notice by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying of a termination for Cause, provided that such notice is given within 90 days after the particulars Chairman of the action Executive Committee or inaction alleged to constitute "the Audit Committee has actual knowledge of the Cause event. “Cause" because of ” shall mean (i) the willful misconduct of the Executive (including, without limitation, a willful 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 conviction of’s part shall be considered “willful” unless done, or plea of guilty or nolo contendere toomitted to be done, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive not in respect of the Executive's obligations under this Agreement, good faith or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's her action or inaction omission was in not adverse to the best interests of the Company, ; (ii) the willful and shall not include continued failure of the Executive to act by reason of total or partial attempt in good faith to substantially perform the Executive’s duties with the Company (other that any such failure resulting from incapacity due to physical or 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 (or 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 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, 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 period prior to the conclusion of such appeal and after such disqualification or 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 consideration for Cause; (ii) an opportunity for the Executive, together with her counsel, to be heard before the Board before termination and after such notice; (iii) a duly-adopted resolution of the Board, after such opportunity, stating that in accordance with the provisions of the next to last sentence of tins Section 6(d), the actions of the Executive constituted Cause and the basis thereof; and (iv) a written determination provided by the Board setting forth the acts and omissions that form the basis of such termination. The failure to include 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, 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 determination and provided, further, in the case of assertions within category (ii) of the definition of “Cause” above, that such 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 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 by the Company that does not meet all substantive and procedural requirements of this Section 6 shall be treated for all purposes under this Agreement as a termination without Cause.

Cause. The Company shall have the right to may, at its option, terminate the Executive's employment for Cause"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 hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere no contest plea to, or confession of guilt of, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, turpitude; (ii) fraud an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other willful misconduct by conduct that is materially harmful or detrimental to Company (whether or not such act or omission relates to the Executive in respect Company); (iii) excessive use of alcohol or illegal drugs so as to interfere with the performance of Executive's obligations under this Agreement, ; (iv) a breach by Executive of this Agreement (other than a failure to perform addressed by cause (v) below) or of any of the representations or warranties contained in this Agreement; (iiiv) willful refusal or a continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during as are assigned to Executive by the CEO, any Designated Executive Officer or the Board in accordance with this Agreement, other than a failure resulting from a Disability, after receipt from the Company of written notice of such continuing failure and, to the extent such failure is curable, a thirty (30) day period to cure such refusal failure; (vi) Executive's knowingly taking any action on behalf of Company or failure any of its affiliates without appropriate authority to attempt take such action (the approval of the CEO shall be deemed to be appropriate authority), after receipt from the Company of written notice of such action and, to the extent the damage resulting from such action is not cured curable, a thirty (30) day period to cure such damage; (vii) Executive's knowingly taking any action in conflict of interest with Company or any of its affiliates given Executive's position with Company; (viii) the commission of an act of personal dishonesty by the Executive. "Cause" shall not include Executive that involves personal profit to him or his family members; or (ix) a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from determination by the Board, which directions are consistent with in its sole discretion, that the provisions employment of Executive under this Agreement. Action or inaction Agreement should terminate (a termination pursuant to this clause (ix), a "DISCRETIONARY CAUSE TERMINATION"); PROVIDED that Discretionary Cause Termination shall be effective on the thirtieth (30th) day after the provision by the Company to Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of written notice of the Company, and shall not include failure Board's determination. Amounts payable to act by reason of total or partial incapacity due to physical or mental illnessExecutive upon termination for Cause are set forth in Section 3.3.1 below.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereofCompany, a termination may at any time, by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive, terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive specifying shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the particulars purposes of the action or inaction alleged to constitute "this Agreement, “Cause" because of ” means: (i) continued neglect by the Executive of the Executive's ’s duties hereunder, (ii) continued incompetence or unsatisfactory attendance, (iii) conviction ofof any felony, (iv) violation of the rules, regulations, procedures or plea instructions relating to the conduct of guilty or nolo contendere toemployees, directors, officers and/or consultants of the Company, (v) willful misconduct by the Executive in connection with the performance of any felony material portion of the Executive’s duties hereunder, (whether or not involving vi) breach of fiduciary obligation owed to the Company or commission of any act of its subsidiaries) fraud, embezzlement, disloyalty or any other crime involving moral turpitude which subjectsdefalcation, or if generally knownNYDOCS01/1701227.2 usurpation of a Company opportunity, would subject(vii) breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, (viii) any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or rule that constitutes material insubordination, (x) engaging in any discriminatory or sexually harassing behavior, or (xi) using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries to public ridicule or embarrassmentaffiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company or any or the events described in clauses (i), (ii), (iv), (ix), (x) fraud or other willful misconduct by and (xi) shall only be effective on 15 days’ advance written notification, providing the Executive in respect the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the Board determines that its fiduciary obligation requires it to effect a termination of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessfor Cause immediately.

Cause. The Company term “Cause” shall have mean the right Participant’s: (A) willful dishonesty or fraud with respect to terminate the Executive's employment for Cause. For purposes hereof, a termination by business affairs of the Company for "Cause" shall mean termination by action and its direct and indirect subsidiaries (collectively, “Logitech”); (B) intentional falsification of at least two-thirds any 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 non-management membership confidential or proprietary information of the Board at Logitech (excluding misappropriation or damage that results in a meeting duly called and held upon at least 15 days prior written notice loss of little or no consequence to the Executive specifying the particulars business or property of the action or inaction alleged to constitute "Cause" because of Logitech); (iD) the Executive's conviction of, or (including any plea of guilty or nolo contendere tocontendere) of a felony that, in the judgment of the Board (excluding the Participant, as applicable), 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 felony assigned duties reasonably expected of a person in his or her position (whether 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 Officer or not involving Executive Chairman of the Company or any Employer of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure and a reasonable opportunity to attempt is not cured cure (as described below). The Participant shall be given written notice by the Executive. "Employer of its intention to terminate the Participant for Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent 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 (i) ninety (90) days after the occurrence of the event giving rise to such grounds (or ninety (90) days after such later date as represents the actual knowledge by an executive officer of the Company or Employer (excluding the Participant) of such grounds) or (ii) such longer or shorter period imposed by applicable laws. The termination shall be effective upon the Participant's receipt of such notice; provided, however, that with respect to subsection (F) of this Section (e)(ii), the Participant shall have thirty (30) days (or such longer or shorter period imposed by applicable laws) after receiving such notice in which to cure any refusal or willful failure to perform (to the extent such cure is possible). If the Participant fails to cure such failure to perform within such thirty-day (30-day) or legally applicable period, the Participant’s employment with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally Employer (and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of Service to the Company, and ) shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessthereupon be terminated for Cause.]

Cause. The Company shall have employment of the right to terminate the Executive's employment for Cause. For purposes hereof, a termination Executive under this Agreement may be terminated by the Company upon written notice from the Board that Cause exists for "termination. For the purposes of this Agreement, the term “Cause" ” shall mean termination by action of at least two-thirds that, in the opinion of the non-management membership Board, the Executive has (i) refused or failed to perform, to the reasonable satisfaction of the Board at a meeting duly called and held upon at least 15 days prior written notice Board, any duties assigned to the Executive specifying by the particulars of the action Board (consistent with his Chief Executive officer position) or inaction alleged to constitute "Cause" because of contemplated or obligated under this Agreement, provided that such refusal or failure is not curable or cured within ten (i10) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving days after written notice thereof from the Company specifying such refusal or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentfailure in reasonable detail, (ii) fraud committed a breach of the terms of this Agreement or any other willful misconduct by legal obligation to the Executive Company, provided that such breach is not curable or cured within ten (10) days after written notice thereof from the Company specifying such breach in respect reasonable detail, (iii) failed to perform any of the Executive's ’s obligations under this the Confidentiality Agreement, (iv) demonstrated gross negligence or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow misconduct in the lawful directions of the Board following thirty days prior written notice to the Executive execution of the Executive's refusal ’s duties, (v) been convicted of or pleaded nolo contendere to performa felony or other serious crime, (vi) repeatedly and intemperately used alcohol or drugs in a manner that interferes with the performance of Executive’s duties, (vii) engaged in business practices or personal conduct which, in the reasonable opinion of the Board, are unethical or reflect adversely on the Company, (viii) misappropriated assets of the Company; (ix) been repeatedly absent from work during normal business hours for reasons other than disability, appropriate vacation, or sick time; or (x) improperly used any former employer’s trade secrets. For the purposes of this Section, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the act on Executive. "Cause" ’s part shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "“willful" ” unless done it is done, or omitted to be done, by the Executive intentionally and him in bad faith or without the Executive's reasonable belief that the Executive's his action or inaction omission was in the best interests of the Company, and shall not include . Any act or failure to act by reason Executive that is either based upon authority given pursuant to a resolution duly adopted by the Board, or based upon the advice of total counsel for the Company, and that does not violate law or partial incapacity due Executive’s fiduciary obligations to physical the Company shall be presumed to be done, or mental illnessomitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, if Executive is terminated for Cause and it is subsequently determined by an arbitrator that such termination was not for Cause, then such termination shall be deemed a termination without Cause. By the same token, if the Executive’s employment terminates for (i) Good Reason, but at a time when an arbitrator determines that the Company had Cause to terminate the Executive (or would have had Cause if it then knew all relevant facts) under (a) Section 4(c)(iii) – (viii), (b) Section 4(c)(x), (c) 4(c)(i) or (ii) and the Company gave Executive written notice of its intent to assert that it had cause under either of those subsections within 10 business days of Executive having terminated his employment for Good Reason, or (d) under Section 4(c)(ii) as to any material breach by Executive; or (ii) any other reason, but at a time when an arbitrator determines that the Company had Cause to terminate the Executive under Section 4(c)(iii) or (viii) (or would have had Cause under either of those provisions if it then knew all relevant facts), Executive’s termination shall be treated as a discharge by the Company for Cause and the Executive shall repay the Company all benefits that he received on account of his termination in excess of those he would have received in a for Cause termination.

Cause. The 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 written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “ Cause ” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any 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 subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that xxxxx or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that xxxxx or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however , that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not 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 fifteen (15) days after receipt of such notice; provided further , that the Board of Company shall have the right sole discretion to terminate the Executive's employment for Cause. For purposes hereofdetermine whether such a breach or violation is subject to cure, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to if so, whether the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board successfully effected a cure following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessnotice.

Cause. The Immediately upon written notice by the Company shall have to the right to terminate the Executive's employment Executive of a termination for Cause. For purposes hereof, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the non-management membership Executive’s (i) continued failure to follow the lawful and reasonable directives of the Board at a meeting duly called and held upon at least 15 days prior after written notice from the Board and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in the Executive specifying the particulars performance of the action or inaction alleged to constitute "Cause" because of Executive’s duties; (iiii) the Executive's conviction of, or plea pleading of guilty or nolo contendere to, a non-vehicular ​ ​ felony; (iv) material violation of a material written Company or Parent policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any felony material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (whether vi) continued failure to cooperate in any audit or not involving investigation of financial or business practices of the Company or Parent after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; (vii) commission of any criminal act or other act involving moral turpitude, sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to participate in the investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Parent and, as a result of such act or involvement, reduces the commercial value of Company's or Parent’s association with Executive; (ix) willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Parent or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach of any of its subsidiaries) the restrictive covenants set forth in Section 10 hereof or in any other crime involving moral turpitude which subjects, or if generally known, would subject, written agreement between the Executive and the Company and/or its affiliates that causes material and demonstrable harm to the Company or any Parent and that is not cured within fifteen (15) days of its subsidiaries written notice from the Board (a “Material Covenant Violation”). For purposes of this Section 7(c), no act, or failure to public ridicule act, on the part of the Executive shall be considered “willful” unless it is done, or embarrassmentomitted to be done, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, bad faith or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's ’s action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or the board of directors of the Company or (B) the advice of counsel for the Company or Parent shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in one or more of clauses (i) through (x) of the preceding paragraph, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof in detail.

Cause. The Company shall have the right to may terminate the Executive's employment hereunder at any time for Cause. For purposes hereofof this Agreement, a termination by the Company for shall have "Cause" shall mean termination to terminate Executive's employment hereunder upon (i) a material breach of this Agreement by action Executive which breach is not cured within 30 days of at least two-thirds receipt of written notice from the non-management membership Board, (ii) Executive's willful and repeated failure to comply with the lawful directives of the Board at a meeting duly called and held upon at least 15 days prior written notice to or his superior officer(s) consistent with the Executive specifying terms of this Agreement, (iii) gross negligence or willful misconduct in the particulars performance of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction ofduties under this Agreement resulting in material injury to Holdings, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its their subsidiaries, (iv) fraud committed by Executive with respect to Holdings, the Company or any other their subsidiaries, or (v) indictment for (A) a felony or (B) a crime involving moral turpitude conviction of which subjectswould materially injure relationships with customers, suppliers or if generally known, would subjectemployees or otherwise cause material injury to Holdings, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executivetheir subsidiaries. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered deemed to have been terminated for Cause unless the Company shall have given or delivered to Executive (I) reasonable notice setting forth, in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination for Cause, (2) a reasonable opportunity for Executive, together with his counsel, to be heard before the Board, and (3) after being given a reasonable opportunity to be heard, a Notice of Termination stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, "willfulCause" unless done or omitted exists to terminate Executive under this Agreement. The Board shall consult with the CEO prior to taking action to terminate Executive for Cause and shall give the CEO at least 15 business days prior notice of the first Board meeting at which the existence of Cause for termination is scheduled to be considered. For purposes of determining whether Executive was given "reasonable notice" and reasonable opportunity to be heard" in connection with any determination by the Board as to whether Cause exists, 15 business days notice of the Board meeting shall be deemed to constitute reasonable notice" (without prejudice to the determination of whether some other period would also constitute "reasonable notice") and the opportunity for Executive intentionally and his counsel to present arguments to the Board at such meeting as to why Executive believes that no Cause exists shall constitute "reasonable opportunity to be heard" (without prejudice to the Executive's determination of whether some other forum or method would also constitute a "reasonable belief opportunity to be heard"). In the event that Executive is terminated under clause (v) above but is not ultimately convicted of the Executive's action or inaction crime for which he was indicted, Executive shall be eligible to be reinstated in the best interests position he held on the date of his termination. If Executive is so reinstated, this contract shall become effective with a term equal to the Company, and shall not include failure to act by reason term remaining on the date of total or partial incapacity due to physical or mental illnesstermination.

Cause. The Company Montreign shall have the right be entitled to terminate the Executive's ’s employment for “Cause. .” For purposes hereofof this Agreement, “Cause” shall mean that the Executive: (i) pleads “guilty” or “no contest” to or is convicted of an act which is defined as a termination felony under federal or state law or as a crime under federal or state law which involves Executive’s fraud or dishonesty; (ii) in carrying out his duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of his duties hereunder, (vi) harasses or discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to such conduct; (vii) engages in any conduct that is reasonably likely to cause harm to the reputation of the Company or risk the loss of any license required by the Company for "Cause" shall mean termination in the jurisdiction where the Company currently operates or has plans to operate; (viii) makes a material disclosure as defined by action Section 10(a) or (ix) materially breaches any term of at least two-thirds this Agreement. In the event any of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of occurrences in (i) through (ix) above have occurred, the Executive's conviction ofExecutive shall be given written notice by the Company of its intention to so terminate his employment, such notice (i) to state in detail the particular act or plea 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 sixty (60) days after the Board knew of guilty such acts or nolo contendere tofailures to act. In the event such notice is timely given by the Company, the Executive shall have thirty (30) days after the date that the notice is given in which to cure such conduct, to the extent such cure is possible. For the avoidance of doubt, any felony of the occurrences constituting Cause set forth in clauses (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmenti), (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or and (iiiv) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, above cannot be cured. No act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the act on Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not ’s part will be considered "“willful" ” unless done done, or omitted to be done by the Executive intentionally not in good faith and without the Executive's reasonable belief that the Executive's his action or inaction omission was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have the right to may terminate the Executive's ’s employment for “Cause,” effective as of the date of the Notice of Termination (as defined in Section 7 below) and as evidenced by a resolution adopted by a majority of the independent members of the Board. “Cause” shall mean, for purposes of this Agreement: (a) the continued failure by Executive substantially to perform Executive’s duties under this Agreement (other than any such failure resulting from Disability), (b) Executive makes, or is found to have made, a false certification relating to the Company’s financial statements, (c) the criminal felony indictment of Executive by a court of competent jurisdiction, (d) the engagement by Executive in misconduct that has caused, or in the good faith judgment of the Board may cause if not discontinued, harm (financial or otherwise) to the Company or any of its subsidiaries, if any, such harm to include, without limitation, (i) the disclosure of material secret or Confidential Information (as defined in Section 12(d)) of the Company or any of its subsidiaries, if any, (ii) the debarment of the Company or any of its subsidiaries, if any, by the U.S. Food and Drug Administration or any successor agency (the “FDA”), or (iii) the registration of the Company or any of its subsidiaries, if any, with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to be revoked, (e) the debarment of Executive by the FDA, or (f) the continued material breach by Executive of this Agreement. For purposes hereofof this definition, a termination Cause shall not exist unless written demand is delivered by the Company Board to Executive which specifically identifies the conduct, events or circumstances that may provide grounds for "Cause" Cause in reasonable detail within ninety (90) calendar days of the Company’s knowledge of such conduct, events or circumstances. During the ten (10) day period after receipt of such demand, Executive shall mean have an opportunity to cure or remedy such conduct, events or circumstances and present his case to the full Board (with the assistance of counsel chosen by Executive) before any termination for Cause is finalized by action of a vote by at least two-thirds of the non-management membership of the entire Board at a meeting duly of the Board called and held upon at least 15 days prior written notice for such purpose. Reference in this and the preceding paragraph to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its shall also include direct and indirect subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have the right to Company, acting by its Board of Directors, may terminate the Executive's ’s employment for “Cause.” A termination for Cause shall mean discharge by the Company by reason of the following: (i) the Executive’s conviction of, or a plea of 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 non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company; (iii) the Executive’s commission of an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company, (iv) the Executive’s substantial and continuing gross negligence in the performance of the Executive’s duties as an employee of the Company; (v) the Executive’s 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 this subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or (vii) the Executive’s continuing material failure or refusal to perform the Executive’s duties in accordance with the terms of this Agreement. For purposes hereofNotwithstanding anything herein to the contrary, the Executive’s resignation promptly following an action by the Company that results in a constructive termination or discharge of the Executive’s employment with the Company shall constitute a termination by the Company without Cause for "Cause" shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions purposes of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have the right to terminate the Executive's employment for Cause. For purposes hereofof this Agreement, a termination by the Company for "Initial Option and the Restricted Shares, “Cause" ” shall mean termination by action of at least two-thirds of the non-management membership Executive’s employment by the company, determined in the sole discretion of the Board at a meeting duly called and held upon at least 15 days prior written notice Board, due to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive's conviction ofcommission by the Executive of an act of fraud or embezzlement, or plea the unauthorized, intentional or grossly negligent disclosure of guilty or nolo contendere toconfidential information which is injurious to the Company, (ii) a willful breach of any felony (whether or not involving fiduciary duty owed to the Company or any term of its subsidiariesthis Agreement, (iii) indictment for a felony or any other crime involving fraud, dishonesty or moral turpitude which subjectsturpitude, or if generally known(iv) intentional misconduct as an employee of the Company, would subjectincluding, but not limited to, knowing and intentional violation by the Executive of written policies of the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful specific directions of the Board following thirty days prior or superior officers of the Company, which policies or directives are neither illegal (or do not involve illegal conduct) nor do they require the Executive to violate reasonable business ethical standards, (v) the failure of the Executive after written notice from the Company, substantially to perform his duties in accordance with his position under this Agreement (other than as a result of disability), which failure is not cured within 10 days of receipt of such notice, or (vi) Executive’s engaging in willful misconduct which may reasonably result in injury to the Executive reputation or business prospects of the Company; whether or not any such events are discovered or known by the Company at the time of the Executive's refusal ’s termination; provided that if any of the foregoing events is capable of being cured, then with respect to perform, the first occurrence of such event the Company will provide written notice of Executive describing the nature of such event and Executive will thereafter have 10 business days to cure such event. For purposes of this Section 8(f) an act or failure to attempt act shall be considered “willful” only if done or omitted to perform be done without the Executive’s good faith reasonable belief that such duties and which during such thirty day period such refusal act or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction act was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company shall have be entitled at any time during the right term of this Agreement to terminate the Executive's employment and all of Executive's rights under this Agreement for "Cause". For purposes hereofof this Agreement, a "Cause" for termination by the Company for "Cause" of Executive's employment shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any such failure caused by Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Executive by the President, Honeywell Industrial and Automation Control, which demand identifies the manner in which the President believes that Executive has not substantially performed his duties; (ii) the willful engaging by Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise; (iii) a conviction, plea of nolo conten- dere, guilty plea or confession by Executive to an act of fraud, misappropriation, or embezzlement or to a felony. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on Executive's part shall be deemed "willful" unless Executive's act, or failure to act, was not in good faith, and Executive did not have a reasonable belief that his act, or failure to act, was in, or not opposed to, the best interest of the Company. The Company may not terminate Executive's employment under this Agreement for any reason other than for Cause or Disability. If, prior to the time this Agreement expires, Executive's employment shall be terminated by the Company for Cause, the Company shall pay Executive's (i) base salary at the rate then in effect as set forth in paragraph III.C. of this Agreement through the date of such termina- tion, such base salary to be paid not later than the date of termination and (ii) his incentive compensation, if any, with respect to the year in which such termination occurred on a prorated basis, such incentive compensation, if any, to be paid on the date of the Company's normal distribution of incentive compensation for the year in question. Thereafter, the Company shall have no further obligation under this Agreement to Executive, Executive's estate or beneficiary, or to any other party.

Cause. The Company shall have the right to may terminate the Executive's Employee’s employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds and all of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior Company’s obligations hereunder solely for Cause (as defined below), by written notice to the Executive specifying Employee particularizing the particulars conduct constituting the Cause. In the event the Company invokes its right as described in this paragraph, and the Employee challenges the Company’s interpretation of the action or inaction alleged to constitute "definition of cause, then such dispute shall be settled by binding arbitration in accordance with Section 13(g) below. For purposes of this Agreement, “Cause" because of ” shall be defined as (i) willful misconduct or intentional or continual failure to perform stated and material duties that is not remedied or cured by Employee within ten (10) days after receiving written notice particularizing the Executive's conviction of, misconduct or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries failure to public ridicule or embarrassmentperform, (ii) fraud a known breach of any fiduciary duty or other willful misconduct by duty of loyalty owed to the Executive Company in respect the Employee’s capacity as an officer of the Executive's obligations under this AgreementCompany where that is not remedied or cured by Employee within ten (10) days after receiving written notice particularizing the breach, or (iii) willful refusal if the Employee (A) is convicted of any felony or continuing failure other lesser crime involving dishonesty, fraud, misrepresentation or other acts of moral turpitude or is incarcerated while awaiting trial for a period of thirty (30) days or longer, (B) purposefully engages in any conduct that gives rise to attemptmaterial liability of the Company or HMC under applicable laws, without proper cause andincluding, other than but not limited to, laws relating to discrimination and harassment in employment, unless pursuant to an instruction from the President or any Supervisor, or (C) publishes any remarks, comments or statements, whether written or oral, which disparage the Company or any HMC Entity, or any of their respective directors or officers. In the event the Company terminates this Agreement for Cause or in the event the Employee voluntarily resigns from the employment of the Company for any reason or by reason of illnessdisability or death, the Company shall no longer be obligated to follow make any further salary, bonus or other payments to the lawful directions Employee except insofar as they have accrued as of the Board following thirty days prior written notice date the Employee’s employment terminates. Other than as expressly set forth hereinabove, upon any such termination, the Employee shall cease to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of have any future rights under this Agreement. Action or inaction by the Executive shall , including but not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure limited to act by reason of total or partial incapacity due to physical or mental illnessSection 3 herein.