Common use of Termination by Company for Cause Clause in Contracts

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject Upon delivery of written notice of termination for “Cause” from Company to Section 3.2Executive, the Company may terminate EmployeeExecutive’s employment and all of the Company’s obligations under this Agreement at any time shall terminate. Termination for “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: termination based on (i) EmployeeExecutive’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure refusal to perform, in any material respect, his duties faithfully and diligently in accordance with this Agreement; (ii) material breach gross negligence, recklessness or malfeasance in the performance of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, Executive’s duties; (iii) Executive committing any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, criminal act; (iv) Employee’s willful Executive committing any act of fraud or other material misconduct which is materially and demonstrably injurious resulting or intending to result directly or indirectly in gain or personal enrichment at the expense of Company, ; (v) Employee’s conviction by Executive willfully engaging in any conduct relating to the business of Company that could reasonably be expected to have a court materially detrimental effect on the business or financial condition of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or the Company; (vi) Employee’s commission of an act of fraud, embezzlementmisconduct which materially discredits or damages Company, or misappropriation against the violates Company’s policies or procedures, after Company or any breach of fiduciary duty or breach has notified Executive of the duty of loyaltyactions Company deems to constitute non-compliance; (vii) Executive materially breaches his obligations under Sections 9 and 10 below, includingrelating to confidential information, but not limited to, the offer, payment, non-solicitation or acceptance of any unlawful bribe or kickback with respect and non-competition. Termination for Cause pursuant to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in subsections (i), (ii), (iii), (iv), or (v) or of this Paragraph (vic) of Section 6 shall not take effect unless and until the Company complies with the provisions of this Section and specifying paragraph. Executive shall be given written notice by the particulars thereof Company of its intention to terminate him for Cause, stating in detaildetail the particular act(s) or failure(s) to act that constitute the grounds on which the proposed termination for Cause is based. That written notice shall be given to Executive within ninety (90) days of the Company’s learning of such act(s) or failure(s) to act. Executive shall then have thirty (30) days after receipt of such written notice to cure such conduct, to the extent such cure is possible. If Executive fails to cure such conduct on or before the end of the thirty (30) day period, Executive shall be terminated for Cause. If Executive’s conduct is not curable, no notice need be given by the Company before terminating Executive for Cause.

Termination by Company for Cause. Subject to Section 3.2If a Change in Control occurs while the Employee is employed by the Company, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement may, at any time “during the Protected Period, terminate the Employee's employment for Cause. For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationpurposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of have "CAUSE" to terminate the followingEmployee's employment hereunder only if: (ia) the Employee willfully and continually fails to perform substantially the Employee’s willful and continued failure to substantially perform the reasonably assigned 's duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), which failure continues unabated after a written notice demand for substantial performance is delivered to the Employee by the Board of Directors of the Company which that specifically identifies the manner in which the Board believes that the Employee has not substantially performed the assigned duties and allowing Employee thirty Employee's duties, or (30b) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful willfully engages in gross misconduct which that is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphSection 2.3, no act, an act or failure to act, act on the Employee’s 's part shall be considered “"willful” unless done, " if done or omitted to be done, done by the Employee otherwise than in knowing bad good faith and without reasonable belief that the Employee's action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated For by the Company for Cause unless and until there the Company shall have been delivered to the Employee a copy of a resolution, resolution duly adopted by the Board affirmative vote of Directors not less than three-quarters of the entire membership of the Board, at a meeting of the Board called and held for such the purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee’s 's counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board Board, the Employee was guilty of Directors Employee committed the conduct set forth above in clauses (i), (ii), (iii), (iv), (va) or (vib) of the second sentence of this Section 2.3 and specifying the particulars thereof in reasonable detail.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful Employee has breached this Agreement or any other agreement to which Employee and continued failure to substantially perform the reasonably assigned duties with the Company are parties or has breached any other obligation or duty owed to the Company, which are consistent with Employee’s position and job description referred breach remains uncured to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the satisfaction of the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) for 30 days after receipt by Employee receives notice thereof from the Board of such notice to cure such failure to perform, Directors; (ii) material breach of this Employee has engaged in harassing or any other written agreement between Employee and offensive conduct which has the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breachpotential to give rise to an action under federal, state or local laws for discrimination in employment; (iii) Employee repeatedly interacts with staff or subordinates in a demeaning and unprofessional or abusive manner; (iv) Employee has committed gross negligence, willful misconduct or any material violation of law or the Company’s Comprehensive Corporate Compliance Program in the performance of Employee’s duties to the Company; (v) Employee has taken any written policy action likely to result in material discredit to or material loss of business, reputation or goodwill of the Company; (vi) Employee has failed to follow instructions from the officer or body to whom Employee reports concerning the operations or business of the Company; (vii) Employee has committed a felony deemed by the Company to be adverse to its best interest or reputation; (viii) Employee has misappropriated funds or property of the Company; or (ix) Employee has attempted to obtain a personal profit from any transaction in which the Company has an interest, and which constitutes a corporate opportunity of the Company which or is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious adverse to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted unless the transaction was approved in writing by the Company’s Board of Directors or based upon the written advice after full disclosure of counsel for the Company shall be conclusively presumed all details relating to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailtransaction.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate this Agreement and Employee’s employment and all for Cause immediately upon written notice to Employee. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmeans: (ia) willful breach of Employee’s duties to Company or willful breach of this Agreement; (b) Employee’s conviction of any felony or any crime involving fraud, dishonesty, or moral turpitude; (c) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to participation in this Agreement, other than any such failure resulting from incapacity due to physical fraud against or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the affecting Company or any breach of fiduciary duty subsidiary, affiliate, customer, supplier, client, agent, or breach of the duty of loyalty, employee thereof; or (d) any other act that Company reasonably determines constitutes gross or willful misconduct materially detrimental to Company including, but not limited to, unethical practices, dishonesty, disloyalty, or any other acts harmful to Company; provided, however that a for Cause termination pursuant to clause (a), if susceptible of cure, which determination is in the offersole discretion of Company to make, paymentshall not become effective unless Employee fails to cure such failure to perform or breach within 30 days after his receipt of written notice from Company, solicitation such notice to describe such failure to perform or acceptance of any unlawful bribe breach and identity what reasonable actions shall be required to cure such failure to perform or kickback with respect to the Company’s businessbreach. For purposes of this paragraphSection 3.1.4, no act, or failure to act, on Employee’s part shall be considered “dishonest” or “willful” unless done, or omitted to be done, by Employee in knowing bad faith and without reasonable belief that the his action or omission was in, in or not opposed to, the best interests interest of the Company. Any act, or failure to act, expressly authorized by 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 Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company. Notwithstanding Furthermore, the foregoing, Employee term “Cause” shall not be deemed include ordinary negligence or failure to have been terminated For Cause unless and until there shall have been delivered act, whether due to an error in judgment or otherwise, if Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that has exercised substantial efforts in the good faith opinion of to perform the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) duties reasonably assigned or (vi) of this Section and specifying the particulars thereof in detailappropriate to his position.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” during the term of this agreement, by 30 days written notice to Employee, terminate for cause (as defined below) by giving notice hereafter defined), Employee's employment hereunder, in which event Employee shall only be entitled to receive his Base Salary accrued through the effective date of such termination. Company may not require Employee to render any further services to Company, Employee shall have no right to receive any other compensation or benefit hereunder after the effective date of such termination; provided, however, that the foregoing shall not affect Employee's right to receive any compensation or benefit under any other agreement accrued to the date of such termination in accordance with the terms thereof. As used herein the term for "Cause" shall be deemed to mean and include with respect to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) conduct of Employee’s , at anytime, which has involved criminal dishonesty, conviction of Employee of any felony, or of any lesser crime or offense involving the property of Company or any of its subsidiaries or affiliates, significant conflicts of interest, serious impropriety, or breach of corporate duty, misappropriation of any money or other assets or properties of Company or its Subsidiaries, (ii) willful violation of specific and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting lawful directions from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of Company, failure or refusal to perform the Company which specifically identifies services customarily performed by a senior executive officer (and such failure or refusal continues after a written direction from the manner in which Employee has not substantially performed Board of Directors) or expressly required by the assigned duties and allowing Employee thirty (30) days after receipt terms of this Agreement, or willful misconduct or gross negligence by Employee in connection with the performance of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breachhis duties hereunder, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, chronic alcoholism or drug addiction and (iv) Employee’s willful misconduct which is materially and demonstrably injurious to any other acts or conduct inconsistent with the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty standards of loyalty, including, but not limited to, the offer, payment, solicitation integrity or acceptance care reasonably required by Company of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailits Employees.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” during the term of this agreement, by 30 days written notice to Employee, terminate for cause (as defined below) by giving notice hereafter defined), Employee's employment hereunder, in which event Employee shall only be entitled to receive his/her Base Salary accrued through the effective date of such termination. Company may not require Employee to render any further services to Company, Employee shall have no right to receive any other compensation or benefit hereunder after the effective date of such termination; provided, however, that the foregoing shall not affect Employee's right to receive any compensation or benefit under any other agreement accrued to the date of such termination in accordance with the terms thereof. As used herein the term for "Cause" shall be deemed to mean and include with respect to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) conduct of Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company , at anytime, which are consistent with Employee’s position and job description referred to in this Agreementhas involved criminal dishonesty, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board conviction of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to performany felony, or of any lesser crime or offense involving the property of Company or any of its subsidiaries or affiliates, significant conflicts of interest, serious impropriety, or breach of corporate duty, misappropriation of any money or other assets or properties of Company or its Subsidiaries, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material willful violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee specific and lawful directions from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the Chief Executive Officer of Company, failure or refusal to perform the services customarily performed by a senior executive officer (and such failure or refusal continues after a written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by direction from the Board of Directors at a meeting Directors) or expressly required by the terms of this Agreement, or willful misconduct or gross negligence by Employee in connection with the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion performance of the Board of Directors Employee committed the conduct set forth above in (i), (ii)his duties hereunder, (iii), ) chronic alcoholism or drug addiction and (iv)) any other acts or conduct inconsistent with the standards of loyalty, (v) integrity or (vi) care reasonably required by Company of this Section and specifying the particulars thereof in detailits Employees.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate the Employee’s employment and all for Cause. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any that the Company has complied with the “Cause Process” (hereinafter defined) following the occurrence of one of the followingfollowing events: (i) Employee’s willful and continued failure to substantially perform conduct by the reasonably assigned duties Employee constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company which are consistent with Employee’s position or any of its subsidiaries or affiliates other than the occasional, customary and job description referred de minimis use of Company property for personal purposes; (ii) the commission by the Employee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) any conduct by the Employee that would result in material economic harm to the Company or any of its subsidiaries if he were retained in his position; (iv); a material breach by the Employee of any provisions of this Agreement, including without limitation continued non-performance by the Employee of his duties under this Agreement (other than any such failure resulting from incapacity due to by reason of the Employee’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee non-performance from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, Board; (v) Employeea material violation by the Employee of the Company’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, employment policies provided to the Employee in writing; or (vi) Employee’s commission of material failure to cooperate with a bona fide internal investigation by the Board or an act of fraudinvestigation by regulatory or law enforcement authorities, embezzlementafter being instructed by the Company to cooperate, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, willful destruction or failure to actpreserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation (subject to the limitations in the final sentence of Section 7(a)). If the Employee rebuts or cures the applicable finding of Cause within the applicable cure period, on Employee’s part Cause shall be considered deemed not to have occurred. “willfulCause Process” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by shall mean that: (A) the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, reasonably determines in good faith that a “Cause” condition has occurred; and in the best interests (B) with regard to any termination of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For for Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in under items (i), (ii), (iii), (iv), (v) or (vi) above, (1) the Company will provide the Employee with written notice of this Section its intention to terminate the Employee’s employment hereunder setting forth with reasonable particularity the basis for Cause and specifying will provide the particulars thereof Employee with a thirty (30) day opportunity to rebut or cure such finding of Cause and (2) the Company cooperates in detailgood faith with the Employee’s efforts, for a period of not less than 30 days following such notice to remedy the condition.

Termination by Company for Cause. Subject If the Executive's employment is terminated for “Cause,” the Executive will not be entitled to Section 3.2and the Company shall not be obligated to pay any compensation or benefits of any type following the effective date of termination, but the Executive shall be entitled to receive any Accrued Current Compensation, and to be reimbursed in accordance with Company policy for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. As used in this Agreement, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: a termination for (i) Employee’s willful and continued failure the conviction of the Executive of, or the entry of a pleading of guilty or nolocontendere by the Executive to, any crime involving moral turpitude or any felony or fraud (which includes any acts of embezzlement or misappropriation of funds) or any material violation of the Xxxxxxxx-Xxxxx Act of 2002; (ii) serious dereliction of a fiduciary obligation or duty of loyalty owed to the Company; (iii) a refusal to substantially perform the reasonably assigned Executive's duties hereunder or to comply with the policies and practices of the Company, except in the event that the Executive becomes permanently disabled as set forth in Section 5(f) of this Agreement; or (iv) Executive’s material breach of this Agreement. Anything herein to the contrary notwithstanding, the Company shall give the Executive written notice prior to terminating the Executive's employment based upon a material breach of this Agreement (clause (iv) above), setting forth the exact nature of any alleged breach and the conduct required to cure such breach. The Executive shall have forty-five (45) days from the giving of such notice within which are consistent to cure the breach. The Executive acknowledges and agrees that the non-compete restrictions set forth in the Confidentiality Agreement will remain in full force and effect for the twelve (12) month period subsequent to his termination pursuant to this Section 5(d). Furthermore, the obligations imposed on the Executive with Employee’s position respect to confidentiality, non-disclosure and job description referred assignment of rights to inventions or developments in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this Confidentiality Agreement or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt executed by the Employee from parties shall continue, notwithstanding the Company of written notice of such breach, (iii) any material violation of any written policy termination of the Company which is not cured within thirty (30) days after receipt by Employee from employment relationship between the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailparties.

Termination by Company for Cause. Subject If the Executive’s employment is terminated for “Cause,” the Executive will not be entitled to Section 3.2and shall not receive any compensation or benefits of any type following the effective date of termination. As used in this Agreement, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: include but not be limited to a termination for (i) Employee’s willful and continued failure a material breach of any promise or obligation imposed under this Agreement, including, without limitation, a refusal to substantially perform the reasonably assigned Executive’s duties with hereunder, except in the Company which are consistent with Employee’s position and job description referred to event that the Executive becomes permanently disabled as set forth in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, paragraph 5(e); (ii) material breach acts of this embezzlement or any other written agreement between Employee and misappropriation of funds, regardless of whether the embezzlement or misappropriation involves funds or assets of the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, or a third party; (iii) any material violation serious dereliction of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, fiduciary obligation; (iv) Employee’s conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude; (v) a willful misconduct which is materially and demonstrably injurious unauthorized disclosure of confidential information belonging to the Company, (v) Employee’s conviction or entrusted to the Company by a court of competent jurisdiction ofclient, customer, or his pleading guilty or nolo contendere to, any felony, or other third party; (vi) Employee’s commission an intentional violation of an any material Company rule, regulation or policy; (vii) any willful act materially adverse to the interests of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect reasonably likely to result in material harm to the Company’s business. For purposes of this paragraph, no act, Company or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, bring the Company into disrepute; (vii) engaging in knowing bad faith and without reasonable belief behavior that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted would constitute grounds for liability for harassment (as proscribed by the Board of Directors U.S. Equal Employment Opportunity Commission Guidelines or based upon any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the written advice of counsel for the Company shall be conclusively presumed to be doneworkplace; provided, or omitted to be donehowever, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee that “Cause” shall not be deemed found to have been terminated For Cause unless and until there shall have been delivered to Employee exist absent a copy of a resolution, duly adopted by the Board of Directors at a meeting unanimous vote of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion non-interested members of the Board of Directors Employee committed (for purposes of this Agreement, the conduct set forth above in (iterm “non-interested members” shall be defined as all of the members of the Board at the relevant time, excluding the Executive), with the Executive being provided ten (ii)10) days advance written notice of the meeting of the Board at which such a vote is scheduled to be taken, (iii)and the Executive and, (iv)at his election, (v) or (vi) counsel for the Executive being permitted to address the Board on the issue of this Section and specifying the particulars thereof in detailany alleged “cause” for termination at such meeting.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s 's employment and all of the Company’s 's obligations under this Agreement at any time “"For Cause” " (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “"For Cause” " shall mean any of the following: (i) Employee’s 's willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s 's position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to performduties, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s 's willful misconduct engagement in illegal conduct which is materially and demonstrably injurious to the Company, (viii) Employee’s 's conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (viiv) Employee’s 's commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyaltyCompany, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s 's business. For purposes of this paragraph, no act, or failure to act, on Employee’s 's part shall be considered “"willful” " unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s 's counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (viiv) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject The Company shall have the right at any time to Section 3.2terminate the employment of Employee for Cause effective immediately by delivering to Employee a written notice specifying such Cause. If the Company exercises such right, in full settlement and discharge of the Company’s obligation to Employee, the Company may shall make a payment to Employee in a lump sum amount equal to all compensation accrued and unpaid as of the Termination Date and the Company’s obligation under this Agreement to make any further payments to Employee shall thereupon cease and terminate. This Section 7 of this Agreement in no way limits the Company’s right to terminate Employee’s employment and all without cause pursuant to Section 8 of this Agreement. As used herein, the Company’s obligations under this Agreement at any time term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: be deemed to exist upon (i) Employee’s willful and continued failure to substantially perform misconduct or gross negligence of Employee in the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board performance of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned his duties and allowing Employee thirty (30) days after receipt by Employee of such notice services to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any of its subsidiaries; (ii) the commission of a felony, whether or not committed in the course of performing services for the Company or any of its subsidiaries; (iii) Employee’s deliberate dishonesty or breach of fiduciary duty duty; (iv) the commission by Employee in the course of performing any services for the Company or breach any of its subsidiaries of embezzlement, theft or any other fraudulent act; (v) the unauthorized disclosure by Employee of any material trade secret or material confidential information of the duty Company or any of loyaltyits subsidiaries; (vi) the commission by Employee of an act which constitutes unfair competition with the Company or any of its subsidiaries, including, but not limited towithout limitation, inducing any employee or customer of the offer, payment, solicitation Company to breach a contract with the Company or acceptance any of any unlawful bribe or kickback with respect to its subsidiaries; (vii) the Company’s business. For purposes of this paragraph, no act, repeated refusal or failure by Employee to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests comply with any policies of the Company. Any act, Company or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion any lawful directives of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) Company; or (viviii) the material breach by Employee of this Section any agreement to which the Company and specifying Employee are parties, which material breach remains uncured by Employee for a period of 10 days after the particulars thereof in detailCompany has given Employee written notice thereof.

Termination by Company for Cause. Subject If the Executive’s employment is terminated for “Cause,” the Executive will not be entitled to Section 3.2and the Company shall not be obligated to pay any compensation or benefits of any type following the effective date of termination, but the Executive shall be entitled to receive any unpaid salary and bonuses earned but not yet paid as of the effective date of his termination, and to be reimbursed in accordance with Company policy for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. As used in this Agreement, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: a termination for (i) Employee’s willful and continued failure the conviction of the Executive of, or the entry of a pleading of guilty or nolo contendere by the Executive to, any crime involving moral turpitude or any felony or fraud (which includes any acts of embezzlement or misappropriation of funds) or any material violation of the Xxxxxxxx-Xxxxx Act of 2002; (ii) serious dereliction of a fiduciary obligation or duty of loyalty owed to the Company; (iii) a refusal to substantially perform the reasonably assigned Executive’s duties hereunder or to comply with the policies and practices of the Company, except in the event that the Executive becomes permanently disabled as set forth in Section 5(f) of this Agreement; or (iv) Executive’s material breach of this Agreement. Anything herein to the contrary notwithstanding, the Company shall give the Executive written notice prior to terminating the Executive’s employment based upon a material breach of this Agreement (clause (iv) above), setting forth the exact nature of any alleged breach and the conduct required to cure such breach. The Executive shall have forty-five (45) days from the giving of such notice within which are consistent to cure the breach. The Executive acknowledges and agrees that the non-compete restrictions set forth in the Confidentiality Agreement will remain in full force and effect for the twelve (12) month period subsequent to his termination pursuant to this Section 5(d). Furthermore, the obligations imposed on the Executive with Employee’s position respect to confidentiality, non-disclosure and job description referred assignment of rights to inventions or developments in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this Confidentiality Agreement or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt executed by the Employee from parties shall continue, notwithstanding the Company of written notice of such breach, (iii) any material violation of any written policy termination of the Company which is not cured within thirty (30) days after receipt by Employee from employment relationship between the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailparties.

Termination by Company for Cause. Subject If the Executive's employment is terminated for “cause," the Executive will not be entitled to Section 3.2, and shall not receive any compensation or benefits of any type following the Company may terminate Employee’s employment and all effective date of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving except such notice benefits as may be required to be extended under applicable state or at such other time thereafter as the Company may designateFederal law. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to As used in this Agreement, the term "cause" shall include but not necessarily be limited to (i) conviction of a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect, or might reasonably be expected to have the effect of bringing disrepute to the Company’s reputation or hold the Company or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Company, any affiliate, customer or vendor; (iv) willful violation of any securities law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence in the performance of the Executive’s duties under this Agreement; (vii) willful misconduct in connection with the Executive’s duties; (viii) habitual absenteeism or inattention to the Executive’s duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors’ supervision for treatment of legitimate illnesses or conditions) which affects the Executive’s work performance; (x) willful violation of any such failure resulting from incapacity due Company rule, regulation, procedure or policy which has, or may reasonably be expected to physical or mental illnesshave, after a written notice is delivered to Employee material adverse effect on the Company; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the Board of Directors of U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty workplace; or (30) days after receipt by Employee of such notice to cure such failure to perform, (iixii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Company (including, without limitation, such provisions within this Agreement) or of any material Company policy, all as determined by the Board, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for “cause” in the event that the Executive becomes permanently disabled as set forth in paragraph 5(h) or dies. Anything herein to the contrary notwithstanding, the Company shall give the Executive written notice prior to terminating the Executive's employment for “cause” under any circumstance in which the conduct constituting “cause” is reasonably open to cure (for instance, by way of illustration, where the “cause” does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Company on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can’t be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen (14) days from the giving of such notice within which to cure. The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the Six (6) month period subsequent to the Executive’s termination for cause. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt executed by the Employee from parties shall continue, notwithstanding the Company of written notice of such breach, (iii) any material violation of any written policy termination of the Company which is not cured within thirty (30) days after receipt by Employee from employment relationship between the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailparties.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement immediately at any time “For for Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphAgreement, no “Cause” shall mean (i) any act of dishonesty or fraud with respect to Company; (ii) commission of a felony or a crime involving moral turpitude or the entrance of a plea of guilty or nolo contendere to a felony or a crime involving moral turpitude; (iii) any other criminal act, or reasonably determined by the Board, to cause material harm to Company’s standing and reputation; (iv) any action involving a material breach of the terms of the Agreement, including Executive’s continued material failure to act, on Employeeperform Executive’s part shall be considered “willful” unless done, or omitted duties to be done, Company after thirty (30) days’ written notice thereof to Executive (spelling out in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for sufficient detail such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Boardfailures), finding that in the good faith opinion without correction of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), such failure; or (v) gross negligence or willful misconduct by Executive with respect to Company, as reasonably determined by the Board; or (vi) any acts that violate any policy of this Section Company relating to discrimination or harassment. In the event of a termination for Cause, Executive shall be entitled to receive Executive’s Base Salary and specifying Management Incentive Plan compensation, if any, only through the particulars thereof date of termination for Cause, and Executive’s Option Shares shall be deemed vested only through the date of such termination for Cause. However, if a dispute arises between Company and Executive that is not resolved within sixty (60) days and neither party initiates arbitration proceedings, Company shall have the option, but not the obligation, to pay Executive the lump sum of six (6) months of Executive’s Base Salary in detaileffect at the time of termination (the “Severance Payment”), rather than Executive’s Base Salary and Management Incentive Plan compensation, if any, through the date of termination for Cause, and Executive’s Option Shares shall continue to be deemed vested through the date of such termination for Cause. Such determination to pay the Severance Payment in lieu of Executive’s Base Salary and Management Incentive Plan compensation shall be made in the reasonable judgment of the Board. If Company elects to make the Severance Payment, the Parties hereto agree that such payment shall be Executive’s complete and exclusive remedy for such a termination for Cause. Executive agrees to execute a separation agreement in a form acceptable to Company containing standard and customary releases as a condition precedent to receiving the Severance Payment.

Termination by Company for Cause. Subject to Section 3.2During the Term, the Company may shall be entitled to terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time hereunder for “For Cause,” (as defined below) , by giving providing written notice to Employee stating the basis for of such terminationdecision. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” Cause shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with commission by Employee of an act of malfeasance, dishonesty, fraud or breach of trust against the Company or any of its affiliates, employees, clients or vendors resulting or intended to result in substantial gain or personal enrichment to which are consistent with Employee’s position and job description referred to Employee was not legally entitled; (ii) the continued non-performance or breach by Employee of any of his material Duties or obligations hereunder, whether expressed in this Agreement, other than any such failure resulting from incapacity due to physical writing or mental illnessotherwise generally understood, after a written notice demand by the Company for correction of such non-performance or breach is delivered to Employee by the Board of Directors of the Company Employee, which specifically identifies the non-performance and the manner in which the Company asserts that Employee has not substantially performed performed, and the assigned duties and allowing Employee continued non-performance following the expiration of thirty (30) days after of his receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this written demand; or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Companyindictment, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading plea of guilty or nolo contendere to, no contest to any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company felony or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s businesscrime involving moral turpitude. For purposes Upon termination of this paragraphAgreement for Cause, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall pay Employee any earned but unpaid Base Salary to the date of termination, any earned and unpaid vacation and any unreimbursed expenses otherwise payable hereunder; provided, however, that nothing herein shall be conclusively presumed deemed to preclude the Company from asserting a damage claim, if any, against Employee by reason of circumstances related to the termination for Cause. All such payments shall be done, or omitted to be done, in good faith and in made within 30 days of Employee’s termination of employment. Except for the best interests of the Company. Notwithstanding the foregoingforegoing payment amounts, Employee shall not be deemed entitled to have been terminated For Cause unless and until there shall have been delivered to Employee a copy no other compensation, benefits or payments by reason of a resolution, duly adopted by the Board his termination of Directors at a meeting of the Board called and held employment for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailcause.

Termination by Company for Cause. Subject to Section 3.2At any time during the Period of Employment, the Company may terminate Employee’s Executive's employment and all hereunder for Cause if such termination is approved by the Chief Executive Officer or not less than a majority of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose purpose. For purposes of this Agreement, "Cause" shall mean: (after reasonable A) conduct by Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (B) criminal or civil conviction or indictment of Executive, a plea of nolo contendere by Executive or conduct by Executive that would reasonably be expected to result in material injury to the reputation of the Company if he were retained in his position with the Company, including, without limitation, conviction or indictment of a felony involving moral turpitude; (C) continued, willful and deliberate non-performance by Executive of his duties hereunder (other than by reason of Executive's physical or mental illness, incapacity or disability) which has continued for more than thirty (30) days following written notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before of such non-performance from the Chief Executive Officer or the Board); (D) a breach by Executive of any of the material provisions of the Executive's Employee Agreement regarding Inventions, finding Confidentiality and Non-Competition (the "Employee Agreement") which is not or cannot be cured within ten (10) days following written notice of such breach from the Chief Executive Officer or the Board; or (E) a material violation by Executive of the Company's employment policies which has continued following written notice of such violation from the Chief Executive Officer or the Board. In the event that the agreements or plans governing any of Executive's stock-based grants and awards include and use a definition of "Cause", the definition of Cause above shall supercede and apply in place of any such definition in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section applicable agreement and/or plan with respect to Executive's applicable stock-based grants and specifying the particulars thereof in detailawards.

Termination by Company for Cause. Subject If the Executive’s employment is terminated for “Cause,” the Executive will not be entitled to Section 3.2and shall not receive any compensation or benefits of any type following the effective date of termination. As used in this Agreement, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: include but not be limited to a termination for (i) Employee’s willful and continued failure a material breach of any promise or obligation imposed under this Agreement, including, without limitation, a refusal to substantially perform the reasonably assigned Executive’s duties with hereunder, except in the Company which are consistent with Employee’s position and job description referred to event that the Executive becomes permanently disabled as set forth in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, Section 5(e); (ii) material breach acts of this embezzlement or any other written agreement between Employee and misappropriation of funds, regardless of whether the embezzlement or misappropriation involves funds or assets of the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, or a third party; (iii) any material violation serious dereliction of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, fiduciary obligation; (iv) Employee’s conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude; (v) a willful misconduct which is materially and demonstrably injurious unauthorized disclosure of confidential information belonging to the Company, (v) Employee’s conviction or entrusted to the Company by a court of competent jurisdiction ofclient, customer, or his pleading guilty or nolo contendere to, any felony, or other third party; (vi) Employee’s commission an intentional violation of an any material Company rule, regulation or policy; (vii) any willful act materially adverse to the interests of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect reasonably likely to result in material harm to the Company’s business. For purposes of this paragraph, no act, Company or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, bring the Company into disrepute; (vii) engaging in knowing bad faith and without reasonable belief behavior that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted would constitute grounds for liability for harassment (as proscribed by the Board of Directors U.S. Equal Employment Opportunity Commission Guidelines or based upon any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the written advice of counsel for the Company shall be conclusively presumed to be doneworkplace; provided, or omitted to be donehowever, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee that “Cause” shall not be deemed found to have been terminated For Cause unless and until there shall have been delivered to Employee exist absent a copy of a resolution, duly adopted by the Board of Directors at a meeting unanimous vote of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion non-interested members of the Board of Directors Employee committed (for purposes of this Agreement, the conduct set forth above in (iterm “non-interested members” shall be defined as all of the members of the Board at the relevant time, excluding the Executive), with the Executive being provided ten (ii)10) days advance written notice of the meeting of the Board at which such a vote is scheduled to be taken, (iii)and the Executive and, (iv)at his election, (v) or (vi) counsel for the Executive being permitted to address the Board on the issue of this Section and specifying the particulars thereof in detailany alleged “Cause” for termination at such meeting.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employee’s the your employment and all hereunder for Cause. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties conduct by you constituting a material act of misconduct in connection with the performance of your duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the CEO; (B) dishonesty to the CEO with respect to any material matter; or (C) misappropriation of funds or property of the Company which are consistent with Employee’s position and job description referred to in this Agreement, or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by you of acts satisfying the elements of (A) any such failure resulting from incapacity due felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) any misconduct by you, regardless of whether or not in the course of your employment, that would reasonably be expected to result in material injury or material reputational harm to the Company or any of its subsidiaries or affiliates if you were to continue to be employed in the same position; (iv) continued non-performance by you of your duties hereunder (other than by reason of your physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, non-performance from the CEO; (iiiv) a breach by you of any of the provisions contained in Section 8 of this Agreement or the Restrictive Covenants Agreement (as defined below); (vi) a material violation by you of any written policy of the Company Company’s written employment policies, which is not cured within thirty (30) has continued for more than 30 days after receipt by Employee from the Company of following written notice of such violationnon-performance from the CEO; or (vii) your failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, (iv) Employee’s willful misconduct which is materially and demonstrably injurious after being instructed by the Company to the Company, (v) Employee’s conviction by a court of competent jurisdiction ofcooperate, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, willful destruction or failure to act, on Employee’s part shall be considered “willful” unless done, preserve documents or omitted other materials known to be done, relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Companyconnection with such investigation. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Boardd), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his her pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to performduties, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct engagement in illegal conduct which is materially and demonstrably injurious to the Company, (viii) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (viiv) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyaltyCompany, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (viiv) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employeethe Executive’s employment and all hereunder for Cause. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform conduct by the reasonably assigned duties Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the Board, (B) dishonesty to the Board, with respect to any material matter, or (C) misappropriation of funds or property of the Company which are consistent with Employee’s position and job description referred to in this Agreement, or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of, or plea of guilty or no lo contendere to, (A) any such failure resulting from incapacity due felony or (B) a misdemeanor involving moral turpitude (as defined under applicable state or federal criminal statutes), deceit, dishonesty or fraud; (iii) any conduct by the Executive, regardless of whether or not in the course of the Executive’s employment, that would reasonably be expected to result in material injury or material reputational harm to the Company or any of its subsidiaries and affiliates if the Executive were to continue to be employed in the Executive’s position; (iv) continued unsatisfactory performance or non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee incapacity or disability) that has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee unsatisfactory performance or non-performance from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, Board; (v) Employee’s conviction a breach by a court the Executive of competent jurisdiction ofany of the provisions contained in Section 7 of this Agreement, the Restrictive Covenants Agreement (as defined below) or his pleading guilty or nolo contendere to, any felony, or other Continuing Obligations (as defined below); (vi) Employee’s commission a breach by the Executive of an act any fiduciary duty and/or duty of fraud, embezzlement, or misappropriation against loyalty to the Company or any breach of fiduciary duty its subsidiaries or breach affiliates; (vii) a material violation by the Executive of the duty of loyalty, Company’s written employment policies (including, but not limited to, the offer, payment, solicitation or acceptance any violation of any unlawful bribe written equal employment opportunity policy or kickback any written policy prohibiting discrimination, harassment or retaliation) or corporate governance policies; or (viii) the Executive’s failure to cooperate with respect a bona fide internal investigation or an investigation by regulatory or law enforcement authorities after being instructed by the Company to cooperate, or the Company’s business. For purposes of this paragraph, no act, willful destruction or failure to act, on Employee’s part shall be considered “willful” unless done, preserve documents or omitted other materials known to be donerelevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. Prior to any termination for Cause, in knowing bad faith and without Executive will be given five (5) business days written notice specifying the alleged Cause event and, if reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and accommodate in the best interests of the Company. Notwithstanding the foregoingsituation, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, the Executive to be heard address the Board on the alleged Cause event before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject Company shall have the right to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) and employment hereunder "for cause" by giving Employee ten (10) days advance written notice to that effect. Any such termination of employment shall be effective on the date specified in such notice. In the event of such termination for cause, Company shall pay to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful his accrued and continued failure unpaid Base Salary to substantially perform the reasonably assigned duties with effective date of the Company termination, and (ii) any business expenses remaining unpaid on the effective date of the termination for which are consistent with Employee’s position and job description referred Employee is entitled to in be reimbursed under Section 4 of this Agreement. For the purpose of this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after "for cause" shall mean (i) commission of a written notice is delivered to Employee by willful act of dishonesty in the Board course of Directors of the Company Employee's duties hereunder which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to performinjures Company, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty, or moral turpitude, (iii) Employee's continued, habitual intoxication or performance under the influence of controlled substances, after Company shall have provided written notice to Employee and given Employee 30 days within which to commence rehabilitation with respect thereto, and Employee shall have failed to commence or thereafter complete such rehabilitation, (iv) frequent or extended absenteeism (not as a result of incapacity or disability) resulting in a material failure by Employee in the performance of his duties hereunder and which shall not have been cured within 30 days after Company shall have advised Employee in writing of its intention to terminate Employee's employment in accordance with the provisions of this Subsection 6(a), in the event such condition shall not have been cured, (v) engaging in any act which has the potential for material injury to Company and which shall not have been cured within thirty days after Company shall have advised Employee in writing of its intention to terminate Employee's employment in accordance with the provisions of this Subsection 6(a), in the event such act shall not have been cured, (vi) any act constituting a violation of the written firearm and dangerous weapons policy of Company, a copy of which has been provided to the Employee, or (vii) breach of any of the provisions of Sections 7 or 8 of this Agreement or non-compliance with or breach of any other written agreement between Employee and of the Company material terms or provisions of this Agreement, which is shall not have been cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed have advised the Employee in writing of its intention to be done, or omitted to be doneterminate the Employee's employment in accordance with the provisions of this Subsection 6(a), in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee event such act shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailcured.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For for "Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of materially breached this Agreement or any other written agreement between to which Employee and the Company are parties or has materially breached any other obligation or duty owed to the Company, which is not cured within thirty (30) material breach remains uncured for 30 days after receipt by the Employee receives notice thereof from the Company of written notice of such breachChief Executive Officer; (ii) Employee has committed gross negligence, (iii) willful misconduct or any material violation of law or the Company’s Comprehensive Corporate Compliance Program in the performance of Employee’s duties to the Company; (iii) Employee has engaged in any written policy willful misconduct likely to result in material discredit to or material loss of business, reputation or goodwill of the Company; (iv) Employee has failed to follow in any material respect lawful instructions from the officer or body to whom Employee reports concerning the operations or business of the Company, which material failure to follow lawful instructions remains uncured for 30 days after Employee receives notice thereof from the Chief Executive Officer; (v) Employee has been convicted of, or pled nolo contendere to a felony; (vi) Employee has misappropriated funds or property of the Company; or (vii) Employee has attempted to obtain a personal profit from any transaction in which the Employee knows the Company has an interest, and which constitutes a corporate opportunity of the Company which or is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious adverse to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted unless the transaction was approved in writing by the Board Company’s Chief Executive Officer after full disclosure of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed all details relating to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailtransaction.

Termination by Company for Cause. Subject to Section 3.2At any time during the Period of Employment, the Company may terminate EmployeeExecutive’s employment and all hereunder for Cause if such termination is approved by the Chief Executive Officer or not less than a majority of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose purpose. For purposes of this Agreement, “Cause” shall mean: (after reasonable A) conduct by Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (B) criminal or civil conviction or indictment of Executive, a plea of nolo contendere by Executive or conduct by Executive that would reasonably be expected to result in material injury to the reputation of the Company if he were retained in his position with the Company, including, without limitation, conviction or indictment of a felony involving moral turpitude; (C) continued, willful and deliberate nonperformance by Executive of his duties hereunder (other than by reason of Executive’s physical or mental illness, incapacity or disability) which has continued for more than thirty (30) days following written notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before of such non-performance from the Chief Executive Officer or the Board); (D) a breach by Executive of any of the material provisions of the Executive’s Employee Agreement regarding Inventions, finding Confidentiality and Non-Competition (the “Employee Agreement”) which is not or cannot be cured within ten (10) days following written notice of such breach from the Chief Executive Officer or the Board; or (E) a material violation by Executive of the Company’s employment policies which has continued following written notice of such violation from the Chief Executive Officer or the Board. In the event that the agreements or plans governing any of Executive’s stock-based grants and awards include and use a definition of “Cause”, the definition of Cause above shall supersede and apply in place of any such definition in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section applicable agreement and/or plan with respect to Executive’s applicable stock-based grants and specifying the particulars thereof in detailawards.

Termination by Company for Cause. Subject to Section 3.2, the Company may at any time during the Term, by written notice, terminate Employee’s your employment and all of the Company’s obligations under hereunder (other than its obligations set forth in this Agreement at any time Paragraph 12) only for “For Causecause”. The following acts shall constitute “cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followinghereunder: (i) Employee’s any willful and continued failure to substantially perform or intentional act or omission having the reasonably assigned duties with effect of injuring the reputation, business or business relationships of Company which are consistent with Employee’s position and job description referred to or its affiliates; (ii) conviction of, or plea of nolo contendere to, a misdemeanor involving moral turpitude or a felony; (iii) breach of material covenants contained in this Agreement; and (iv) repeated or continuous failure, neglect or refusal to perform your duties hereunder. Such termination shall be effected by notice thereof delivered by Company to you and shall be effective as of the date of such notice; provided, however, that if (a) such termination is by reason of events described in clause (iii) or (iv) of the preceding sentence, (b) such notice is the first such notice of termination for any reason delivered by Company to you hereunder, and (c) within 15 days following the date of such notice, you shall cease your refusal and shall use your best efforts to perform such obligations, termination shall not be effective. In the event of termination by Company for cause in accordance with the foregoing procedures, without prejudice to any other rights or remedies that Company may have at law or equity, Company shall have no further obligations to you other than any such failure resulting from incapacity due (i) to physical or mental illness, after a written notice is delivered to Employee by pay your salary accrued through the Board effective date of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to performtermination, (ii) material breach to pay any annual bonus in respect of this or any other written agreement between Employee year prior to the year in which such termination is effective which has been determined and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice yet paid as of such breach, termination and (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to any of your rights under Paragraphs 9 or 10 through the Company’s business. For purposes effective date of this paragraph, no act, termination (except as may be otherwise specifically provided in any such plan or failure program) or pursuant to act, on Employee’s part shall be considered “willful” unless done, any insurance or omitted to be done, in knowing bad faith and without reasonable belief that the action other benefit plans or omission was in, or not opposed to, the best interests arrangements of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel Company maintained for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests benefit of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailits executives.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate EmployeeExecutive’s employment and all for Cause at any time effective on written notice to Executive. In the event of a termination for Cause, the Company’s obligations under sole obligation and liability to Executive shall be to pay Executive any unpaid salary, together with any unused vacation accrued to the effective date of such termination on the Executive’s last day of employment. Executive will not be entitled to severance benefits or any other compensation of any kind resulting from Executive’s termination for Cause. For purposes of this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingfollowing events, as determined by the Company: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with commission of any act of fraud, embezzlement or dishonesty by Executive which adversely affects the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors business of the Company which specifically identifies Company, the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty acquiring or successor entity (30) days after receipt by Employee of such notice to cure such failure to performor parent or any subsidiary thereof), (ii) material breach any unauthorized use or disclosure by Executive of this confidential information or trade secrets of the Company, the acquiring or successor entity (or parent or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breachsubsidiary thereof), (iii) the refusal or omission by the Executive to perform any material violation duties required of him if such duties are consistent with duties customary for the position held with the Company, the acquiring or successor entity (or parent or any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violationsubsidiary thereof), (iv) Employeeany act or omission by the Executive involving malfeasance or gross negligence in the performance of Executive’s willful misconduct which is materially and demonstrably injurious to duties to, or deviation from any of the Company, (v) Employee’s conviction by a court of competent jurisdiction policies or directives of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or the acquiring or successor entity (or parent or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (ivsubsidiary thereof), (v) conduct on the part of Executive which constitutes the breach of any statutory or common law duty of loyalty to the Company, the acquiring or successor entity (or parent or any subsidiary thereof), (vi) any illegal act by Executive which adversely affects the business of this Section and specifying the particulars thereof in detailCompany, the acquiring or successor entity (or parent or any subsidiary thereof), or any felony committed by Executive, as evidenced by conviction thereof, or (vii) Executive’s refusal to cooperate with any legal proceeding or investigation if so requested to do so by the Company.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement for “Cause” at any time time, without notice. For purposes of this Agreement, the term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s · Employee engages in willful misconduct or fails to follow the reasonable and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by lawful instructions of the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of Directors, if such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which conduct is not cured within thirty (30) calendar days after receipt by Company sends notice to the Employee from of the alleged Cause, · Employee embezzles or misappropriates assets of Company or any of written notice of such breach, (iii) any material its subsidiaries; · Employee’s violation of any written policy of the Company which Employee’s obligations in this Agreement, if such conduct is not cured within thirty (30) calendar days after receipt Company sends written notice to the Employee of the alleged Cause; · Breach of any agreement between Employee and Company or to which Company and Employee are parties, or a breach by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach responsibility to Company; · The commission by Employee of fraud or other willful conduct that adversely affects the duty business or reputation of loyaltyCompany, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the as determined in Company’s business. For purposes of this paragraphsole discretion; or, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without · Company has a reasonable belief that Employee engaged in some form of harassment or other improper conduct prohibited by Company policy or the action or omission was in, or not opposed to, law. In the best interests event of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel termination for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoingCause, Employee shall only be entitled to receive payment of base salary, in effect at the time of termination, through Employee’s last date of employment and accrued, unused vacation pay. Employee will not be deemed entitled to have been terminated For Cause unless and until there any other payments, salary, commission or bonus. Employee shall have been delivered absolutely no right to receive or retain any other payment or compensation whatsoever under this Agreement. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee a copy of a resolution, duly adopted shall be determined in accordance with and be governed by the Board of Directors at a meeting of 2012 Plan or the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail2009 Equity Incentive Plan.

Termination by Company for Cause. Subject The Company shall have the right at any time to Section 3.2terminate the employment of Employee for Cause effective immediately by delivering to Employee a written notice specifying such Cause. If the Company exercises such right, in full settlement and discharge of the Company’s obligation to Employee, the Company may shall make a payment to Employee in a lump sum amount equal to all compensation accrued and unpaid as of the Termination Date and the Company’s obligation under this Agreement to make any further payments to Employee shall thereupon cease and terminate. This Section 7 of this Agreement in no way limits the Company’s right to terminate Employee’s employment and all without cause pursuant to Section 8 of this Agreement. As used herein, the Company’s obligations under this Agreement at any time term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: be deemed to exist upon (i) Employee’s willful and continued failure to substantially perform misconduct or gross negligence of Employee in the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board performance of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned his duties and allowing Employee thirty (30) days after receipt by Employee of such notice services to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any of its subsidiaries; (ii) the commission of a felony, whether or not committed in the course of performing services for the Company or any of its subsidiaries; (iii) Employee’s deliberate dishonesty or breach of fiduciary duty duty; (iv) the commission by Employee in the course of performing any services for the Company or breach any of its subsidiaries of embezzlement, theft or any other fraudulent act; (v) the unauthorized disclosure by Employee of any material trade secret or material confidential information of the duty Company or any of loyaltyits subsidiaries; (vi) the commission by Employee of an act which constitutes unfair competition with the Company or any of its subsidiaries, including, but not limited towithout limitation, inducing any employee or customer of the offer, payment, solicitation Company to breach a contract with the Company or acceptance any of any unlawful bribe or kickback with respect to its subsidiaries; (vii) the Company’s business. For purposes of this paragraph, no act, repeated refusal or failure by Employee to act, on Employee’s part shall be considered “willful” unless done, comply with any policies of the Company or omitted to be done, in knowing bad faith and without reasonable belief that any lawful directives of the action Board or omission was in, or not opposed to, the best interests Chief Executive Officer of the Company. Any act, ; or failure (viii) the material breach by Employee of any agreement to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for which the Company shall be conclusively presumed to be doneand Employee are parties, or omitted to be done, in good faith and in which material breach remains uncured by Employee for a period of 10 days after the best interests of the Company. Notwithstanding the foregoing, Company has given Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable written notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailthereof.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employee’s the Executive's employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis hereunder for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors if at a meeting of the Board called and held for such purpose purpose, a majority of the Board, exclusive of the Executive, determines in good faith that the Executive is guilty of conduct that constitutes "Cause" as defined herein. For purposes of this Agreement, "Cause" shall mean: (i) conduct by the Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) continued, willful and deliberate non-performance by the Executive of his duties hereunder (other than by reason of the Executive's physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO or the Board; (iv) a breach by the Executive of any of the provisions contained in Section 8 of this Agreement; (v) a violation by the Executive of the Company's employment policies which has continued following written notice of such violation from the CEO or the Board, or (vi) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after reasonable notice being instructed by the Company to Employee and an opportunity for Employeecooperate, together with Employee’s counsel, or the willful destruction or failure to preserve documents or other materials known to be heard before relevant to such investigation or the Board), finding that willful inducement of others to fail to cooperate or to produce documents or other materials in the good faith opinion connection with such investigation. For purposes of the Board of Directors Employee committed the conduct set forth above in clauses (i), (ii), (iii), (iv), (v) or (vi) hereof, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive without reasonable belief that the Executive's act or failure to act, was in the best interest of this Section the Company and specifying the particulars thereof in detailits subsidiaries and affiliates.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationtime, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For immediately, for Cause” , which shall mean any of the followingbe defined as: (i) Employee’s willful a Willful and continued material failure to substantially perform the reasonably assigned Executive’s duties with the Company which are consistent with Employee’s position and job description referred to under this Agreement in this Agreement, a satisfactory manner (other than any such failure resulting from as a result of total or partial incapacity due to physical or mental illnessillness or Disability, after as defined in Section 13.3 below), where Willful means, when applied to any action or omission made by Executive, that Executive did so without a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad good faith and without reasonable belief that the such action or omission was in, or was not opposed contrary to, the best interests of the Company. Any act; (ii) acts of dishonesty, fraud, embezzlement, misrepresentation, and misappropriation involving the Company or any of its affiliates; (iii) unprofessional conduct which may adversely affect the reputation of the Company and/or its relationship with its customers, employees or suppliers ; and (iv) a conviction of, or failure to actentry of a guilty plea or no contest to, expressly authorized any crime involving moral turpitude or dishonesty (collectively “Cause”). In the event of termination of this Agreement for Cause, Executive shall immediately be paid all accrued Base Salary, all accrued but unused PTO and any reasonable and necessary business expenses properly incurred by a resolution duly adopted Executive in connection with the duties hereunder, all through the date of termination. All stock options covered by the Board Option shall expire at the date of Directors or based upon termination for any of the written advice of counsel above-enumerated reasons to terminate for Cause. In addition, the Company shall be conclusively presumed to be doneparties’ obligations hereunder, or omitted to be done, in good faith and except as set forth in the best interests of the Company. Notwithstanding the foregoingattached K12 Employee Confidentiality, Employee shall not be deemed Proprietary Rights and Non-Solicitation Agreement, K12 Agreement to have been terminated For Cause unless Arbitrate, and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called Sections 13 and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) 15 of this Section and specifying the particulars thereof in detailAgreement, shall terminate.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employeethe Executive’s employment and all for Cause upon written notice. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingExecutive: (i) Employee’s willful and continued failure to substantially perform commits a material breach of any material term of this Agreement or any material Company policy or procedure of which the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to Executive had prior knowledge; provided that if such breach is curable in this Agreement, other not longer than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee 45 days (as determined by the Board of Directors in its reasonable discretion), the Company shall not have the right to terminate the Executive’s employment for cause pursuant hereto unless the Executive, having received written notice of the breach from Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice citing this Section 4(c)), fails to cure such failure to perform, the breach within a reasonable time (“Cause Cure Period”); (ii) material breach of this is convicted of, or pleads guilty or nolo contendere to, a felony (other than a traffic-related felony) or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, crime involving dishonesty or moral turpitude; (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful willfully engages in illegal conduct or gross misconduct which that is materially and demonstrably injurious to the Company; (iv) engages in fraud, misappropriation, dishonesty or embezzlement in connection with the business, operations or affairs of Company (including without limitation any business done with clients or vendors); or (v) Employee’s conviction by a court of competent jurisdiction offails to cure, or his pleading guilty or nolo contendere towithin 45 days after receiving written notice from Company specifically citing this Section 4(c), any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect material injury to the Companyeconomic or ethical welfare of Company caused by Executive’s businessgross malfeasance, misfeasance, repeated misconduct or repeated inattention to the Executive’s duties and responsibilities under this Agreement. For purposes of this paragraph, no act, No act or failure to act, act on Employee’s the part of the Executive shall be considered “willful” for purposes hereof unless it is done, or omitted to be done, by Executive in knowing bad faith and or without reasonable belief that the action Executive’s act or omission was in, or not opposed to, in the best interests of the Company. Any act, or failure to act, expressly authorized by based upon express authority given pursuant to a resolution duly adopted by the Board of Directors with respect to such act or omission or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Notwithstanding If the foregoingCompany desires to terminate the Executive’s employment for Cause pursuant to this Section 4(c), Employee the cessation of employment of the Executive shall not be deemed to have been terminated For be for Cause unless and until there shall have been delivered to Employee the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors (not including the Executive) at a an in person meeting of the Board called and held for such purpose (after reasonable notice is provided to Employee the Executive and the Executive is given an opportunity for Employeeopportunity, together with Employee’s counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board Board, acting in good faith, a reasonable factual basis exists for the conclusion that Executive is guilty of Directors Employee committed the conduct set forth above described in (i), (ii), (iii), (iv), (v) or (vi) of this Section 4(c) and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employeethe Executive’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis hereunder for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties Cause in accordance with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach terms of this or any other written agreement between Employee and the Company which is not cured within thirty subsection (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s businessc). For purposes of this paragraphAgreement, no act“Cause” shall mean: (A) conduct by the Executive constituting gross negligence or an act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (B) the Executive’s commission of any felony or a misdemeanor involving deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries if he were retained in his positions; (C) willful and deliberate refusal by the Executive to perform his duties hereunder which has continued following written notice of such refusal from the Board; (D) a breach by the Executive of any of his obligations under this Agreement which has continued following written notice of such breach from the Board; (E) a violation by the Executive of the Company’s written employment policies which has continued following written notice of such violation from the Board, or (F) willful failure to actcooperate in any reasonable respect with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, on Employee’s part after being instructed by the Board to so cooperate, or (G) the willful destruction or willful failure to preserve documents or other materials known by the Executive to be relevant to such investigation or the willful inducement of others to fail to cooperate in any reasonable respect or to preserve such documents or other materials. Anything to the contrary notwithstanding, (1) the Executive shall not be terminated for “Cause” within the meaning of clauses (C), (D), (E) or (F) of this subsection (c) unless written notice stating the basis for termination is provided to the Executive and he is given 15 days to cure the basis for such claim and, if he fails to cure such basis, the Executive has an opportunity to be heard in person before the Board at a time and venue selected by the Board and after such opportunity to be heard there is a vote of not less than a majority of the Board, at a meeting of the Board called and held for such purpose, to terminate Executive for “Cause”, and (2) the Executive shall not be terminated for “Cause” within the meaning of clauses (A), (B) or (G) of this subsection (c) unless the Executive has an opportunity to be heard before the Board at a time and venue selected by the Board and after such opportunity to be heard there is a vote of not less than a majority of the Board, at a meeting of the Board called and held for such purpose, to terminate Executive for “Cause”. No action or inaction by the Executive shall be considered deemed to be “willful” unless done, under this Section 4(c) if such action or omitted to be done, inaction was undertaken by the Executive in knowing bad the good faith and without reasonable belief that the action such act or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, Where the Company may terminate Employeeterminates Executive’s employment and for Cause, all obligations of the CompanyCompany under this Agreement shall cease, other than those set forth in Section 3. For purposes of this Agreement, “Cause” shall mean: (i) Executive engages in a material act of willful misconduct with respect to Executive’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice or otherwise relating to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any business of the following: (i) Employee’s willful and continued failure Company, including but not limited to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred misappropriation of trade secrets, fraud, or embezzlement, which, if curable, Executive fails or refuses to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, cure after a written notice is delivered to Employee by thereof from the Board and Employee Initials: /s/ MHT Employer’s Initials: /s/ JDB an opportunity to cure of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee at least thirty (30) days after receipt by Employee of such notice to cure such failure to perform, days; (ii) material Executive is convicted of a crime involving dishonesty, breach of trust, or physical harm to any person that the Board reasonably believes has had or will have a material detrimental effect on the Company’ reputation or business; (iii) Executive materially breaches this or any other Agreement and, after written agreement between Employee notice thereof from the Board and the Company which is not cured within an opportunity to cure of at least thirty (30) days days, Executive fails or refuses to cure such breach; (iv) Executive refuses, after receipt by the Employee written notice thereof from the Company Board and an opportunity to cure of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within at least thirty (30) days days, to implement or follow a lawful policy or directive of the Company with respect to Executive’s obligations under this Agreement; (v) Executive engages in willful misfeasance or malfeasance demonstrated by Executive’s failure, after receipt by Employee written notice thereof from the Board and an opportunity to cure of at least thirty (30) days, to perform Executive’s job duties diligently and/or professionally; or (vi) Executive violates a Company of written notice of such violation, (iv) Employee’s willful misconduct policy or procedure which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court including violation of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphpolicy concerning sexual harassment, no actdiscrimination or retaliation, which, if curable, Executive fails or failure refuses to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by cure after written notice thereof from the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion cure of the Board of Directors Employee committed the conduct set forth above in at least thirty (i), (ii), (iii), (iv), (v30) or (vi) of this Section and specifying the particulars thereof in detaildays.

Termination by Company for Cause. Subject to Notwithstanding Section 3.27(a), the Company may, by notifying Employee in writing, terminate employment forthwith for Cause without payment in lieu of notice, damages or compensation (save as detailed in Section 8(c)), notwithstanding that such termination may terminate prejudice Employee’s employment and all eligibility for or entitlement to receive benefits under any insurance scheme in respect of which Company pays or has paid premiums for Employee or any bonus, share option, commission, carried interest or other incentive plan or scheme in which Employee may from time to time participate or be a member or be eligible to participate or become a member. “Cause” means one or more of the Company’s obligations under this Agreement at any time “For Cause” (following reasons, as defined below) determined by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingBoard reasonably and in good faith: (i) conduct by Employee constituting a material act of willful misconduct in connection with the performance of his duties; (ii) continued, willful and deliberate non-performance by Employee of his duties hereunder (other than by reason of Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee incapacity or disability) where such non-performance has not substantially performed the assigned duties and allowing Employee thirty continued for more than fifteen (3015) business days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, non-performance; (iii) any Employee’s refusal or failure to follow lawful and reasonable directives consistent with Employee’s job responsibilities where such refusal or failure has continued for more than fifteen (15) business days following written notice of such refusal or failure; (iv) a criminal conviction of, or a plea of nolo contendere by, Employee for a felony or material violation of any written policy securities law, including, without limitation, conviction of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violationfraud, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Companytheft, or embezzlement or a crime involving moral turpitude; (v) Employee’s conviction a material breach by a court Employee of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, of the provisions of this Agreement or (vi) Employee’s commission a material violation by Employee of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphemployment policies regarding harassment; provided, no acthowever, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee Cause shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in exist under clauses (i), (ii), (iii), (iv), (v) or (vi) of this Section and unless Employee has been given written notice specifying the particulars thereof in detailact, omission, or circumstances alleged to constitute Cause and Employee fails to cure or remedy such act, omission, or circumstances within fifteen (15) business days after receipt of such notice.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate EmployeeExecutive’s employment and all of the Company’s obligations under this Agreement for Cause at any time “For Cause” (as defined below) by giving upon written notice to Employee stating the basis for such terminationExecutive, effective immediately or upon giving such notice or at such other time thereafter later date as may be specified in the Company may designatenotice. As used in this Agreement, “For Cause” shall mean Executive’s: (a) conviction of (including plea of guilty or no-contest to) any felony or any crime involving dishonesty; (b) material violation of law, or act of fraud or material dishonesty, in connection with Executive’s employment; (c) refusal or intentional failure to comply with any lawful written directive of the following: Company; (id) Employeebreach of Executive’s willful and continued failure fiduciary duty or duty of loyalty to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty Company; (30) days after receipt by Employee of such notice to cure such failure to perform, (iie) material breach of this Agreement, the Confidentiality Agreement, or any other written agreement between Employee and contract with the Company which that is not cured (if capable of cure, as determined by the Company in its reasonable judgment) within thirty ten (3010) days after receipt by the Employee from the Company of written notice of such breach, to Executive identifying the breach and what performance is expected to cure the same; (iiif) any material violation of any written Company policy of the Company which that is not cured (if capable of cure, as determined by the Company in its reasonable judgment) within thirty ten (3010) days after receipt written notice to Executive identifying the violation and what performance is expected to cure the same; or (g) conduct by Employee from the Executive constituting a willful and material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation (A) dishonesty to the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious with respect to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, material matter; or (viB) Employee’s commission misappropriation of an act funds or property of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty its subsidiaries or breach affiliates other than the occasional, customary and de minimis use of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel Company property for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Companypersonal purposes. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted no act or omission by the Board of Directors at Executive shall be grounds for a meeting Cause termination if such act or omission was taken by the Executive in a reasonable belief that Executive was acting in the best interest of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailCompany.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employeethe Executive’s employment hereunder for Cause if such termination is approved by not less than a majority of the Board. For purposes of this Agreement, “Cause” shall mean: (A) conduct by the Executive constituting gross negligence or an act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and all de minimis use of Company property for personal purposes; (B) the conviction of or pleading nolo contendere by the Executive of any felony involving deceit, dishonesty or fraud, or any conduct by the Executive that has resulted in material injury to the Company or any of its subsidiaries and affiliates; (C) willful and deliberate non-performance by the Executive of his duties hereunder which has continued following written notice of such non-performance from the Board, provided however, Executive shall not be required to perform tasks or duties that, in Executive’s reasonable and good faith judgment, are contrary to legal or ethical principles and standards; (D) a breach by the Executive of any of his material obligations under this Agreement; (E) a material violation by the Executive of the Company’s obligations under this Agreement at any time employment policies which has continued following written notice of such violation from the Board, or (F) 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 the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials. Anything to the contrary notwithstanding, (1) the Executive shall not be terminated for “For Cause” within the meaning of clauses (as defined belowC), (D), (E) by giving or (F) of this subsection (c) unless written notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as termination is provided to the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful Executive and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice he is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee given thirty (30) days after receipt by Employee of to cure the basis for such notice claim and, if he fails to cure such failure basis, the Executive has an opportunity to perform, (ii) material breach of this or any other written agreement between Employee be heard in person before the Board at a time and the Company which is not cured within thirty (30) days after receipt venue selected by the Employee from Board, and (2) the Company Executive shall not be terminated for “Cause” unless the Executive has an opportunity to be heard before the Board at a time and venue selected by the Board and after such opportunity to be heard there is a vote of written notice of such breach, (iii) any material violation of any written policy not less than a majority of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violationBoard, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by at a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach meeting of the duty of loyaltyBoard called and held for such purpose, including, but not limited to, to terminate Executive for “Cause”. No action or inaction by the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part Executive shall be considered deemed to be “willful” unless done, under this Section 4(c) if such action or omitted to be done, inaction was undertaken by the Executive in knowing bad the good faith and without reasonable belief that the action such act or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employeethe Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the Executive has been charged by the United States or a state or political subdivision thereof with conduct which is a felony or which is a misdemeanor involving moral turpitude, deceit, dishonesty or fraud under the laws of the United States or any state or political subdivision thereof; (b) fraud or embezzlement by the Executive with respect to funds of the Company or dishonest, unethical or improper conduct by the Executive that has had, or is reasonably likely to have, a material adverse impact on the reputation for honesty and all fair dealing of the Company; (c) the Executive’s obligations under failure to comply with lawful instructions not inconsistent with this Agreement at any time “For Cause” (as defined below) by giving notice given to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee Executive by the Board of Directors of the Company Board, which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured or corrected within thirty (30) days after the Executive’s receipt by the Employee of written notice from the Company referring to this Section and describing with specificity the instructions with which the Executive did not comply; (d) the Executive’s material failure to comply with reasonable policies, directives, standards and regulations adopted by the Company, including, without limitation, the Company’s policies regarding ixxxxxx xxxxxxx, except any such failure, that, if capable of written notice of such breachcure, (iii) any material violation of any written policy of is remedied by the Company which is not cured Executive within thirty (30) days after the Executive’s receipt by Employee of written notice from the Company referring to this paragraph and describing with specificity the failure of the Executive to comply; and (e) material breach by the Executive of the Employee Non-Disclosure, Non-Competition and Intellectual Property Agreement by and between the Executive and the Company (the “Employee Agreement”) or any other written notice of such violation, (iv) Employee’s willful misconduct which is materially agreement between the Executive and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this Agreement or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violationbreach, (iii) any material violation of any material written policy of the Company, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, act expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the BoardBoard at a duly called meeting at which a quorum is present), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section 3.1(c) and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2During the Term or any Extended Term, if any, the Company may shall be entitled to terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time hereunder for “For Cause,” (as defined below) , by giving providing written notice to Employee stating the basis for of such terminationdecision. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” Cause shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with commission by Employee of an act of malfeasance, dishonesty, fraud or breach of trust against the Company or any of its affiliates, employees, clients or vendors resulting or intended to result in substantial gain or personal enrichment to which are consistent with Employee’s position and job description referred to Employee was not legally entitled; (ii) the continued non-performance or breach by Employee of any of his material Duties or obligations hereunder, whether expressed in this Agreement, other than any such failure resulting from incapacity due to physical writing or mental illnessotherwise generally understood, after a written notice demand by the Company for correction of such non-performance or breach is delivered to Employee by the Board of Directors of the Company Employee, which specifically identifies the non-performance and the manner in which the Company asserts that Employee has not substantially performed performed, and the assigned duties and allowing Employee continued non-performance following the expiration of thirty (30) days after of his receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this written demand; or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Companyindictment, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading plea of guilty or nolo contendere to, no contest to any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company felony or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s businesscrime involving moral turpitude. For purposes Upon termination of this paragraphAgreement for Cause, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall pay Employee any earned but unpaid Base Salary to the date of termination, any earned and unpaid vacation and any unreimbursed expenses otherwise payable hereunder; provided, however, that nothing herein shall be conclusively presumed deemed to preclude the Company from asserting a damage claim, if any, against Employee by reason of circumstances related to the termination for Cause. All such payments shall be done, or omitted to be done, in good faith and in made within 30 days of Employee’s termination of employment. Except for the best interests of the Company. Notwithstanding the foregoingforegoing payment amounts, Employee shall not be deemed entitled to have been terminated For Cause unless and until there shall have been delivered to Employee a copy no other compensation, benefits or payments by reason of a resolution, duly adopted by the Board his termination of Directors at a meeting of the Board called and held employment for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailcause.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employeethe Executive’s employment and all hereunder for Cause if at a meeting of the Company’s obligations under this Agreement at any time Board called and held for such purpose, a majority of the Board, exclusive of the Executive, determines in good faith that the Executive is guilty of conduct that constitutes “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationherein. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) Employee’s conduct by the Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) continued, willful and continued failure to substantially perform deliberate non-performance by the reasonably assigned Executive of his duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, hereunder (other than any such failure resulting from incapacity due to by reason of the Executive’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, non-performance from the CEO or the Board; (iiiiv) any material violation a breach by the Executive of any written policy of the Company provisions contained in Section 8 of this Agreement; (v) a violation by the Executive of the Company’s employment policies which is not cured within thirty (30) days after receipt by Employee from the Company of has continued following written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to violation from the Company, (v) Employee’s conviction by a court of competent jurisdiction of, CEO or his pleading guilty or nolo contendere to, any felonythe Board, or (vi) Employee’s commission of willful failure to cooperate with a bona fide internal investigation or an act of fraudinvestigation by regulatory or law enforcement authorities, embezzlementafter being instructed by the Company to cooperate, or misappropriation against the Company willful destruction or any breach failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of fiduciary duty others to fail to cooperate or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation to produce documents or acceptance of any unlawful bribe or kickback other materials in connection with respect to the Company’s businesssuch investigation. For purposes of this paragraphclauses (i), (iii) or (vi) hereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, Executive’s act or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and was in the best interests interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless Company and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called its subsidiaries and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailaffiliates.

Termination by Company for Cause. Subject to Section 3.2During the Term or the Extended Term, if any, the Company may shall be entitled to terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time hereunder for “For Cause,” (as defined below) , by giving providing written notice to the Employee stating the basis for of such terminationdecision. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” Cause shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with commission by the Employee of an act of malfeasance, dishonesty, fraud or breach of trust against the Company which are consistent with Employee’s position and job description referred to in this Agreementor any of its affiliates, other than employees, clients or vendors, (ii) the continued non-performance or breach by the Employee of any such failure resulting from incapacity due to physical of his material Duties or mental illnessobligations hereunder, after a written notice demand by the Company for correction of such non-performance or breach is delivered to Employee by the Board of Directors of the Company Employee, which specifically identifies the section or sections of the Agreement or the non-performance of the specific Duties which the Company asserts have been the subject of the non-performance or the breach and the manner in which the Company asserts that the Employee has not substantially performed or has breached the assigned duties obligations referenced therein, and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured by the Employee within thirty (30) days after of his receipt by the Employee from the Company of written notice of such breach, written demand; or (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Companyindictment, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading plea of guilty or nolo contendere to, no contest to any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company felony or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s businesscrime involving moral turpitude. For purposes Upon termination of this paragraphAgreement for Cause, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall pay the Employee any earned but unpaid Base Salary to the date of termination, any earned and unpaid vacation and any unreimbursed expenses otherwise payable hereunder; provided, however, that nothing herein shall be conclusively presumed deemed to preclude the Company from asserting a damage claim, if any, against the Employee by reason of circumstances related to the termination for Cause. All such payments shall be done, or omitted to be done, in good faith and in made within 30 days of Employee’s termination of employment. Except for the best interests of the Company. Notwithstanding the foregoingforegoing payment amounts, Employee shall not be deemed entitled to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolutionno other compensation, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) benefits or (vi) of this Section and specifying the particulars thereof in detailpayments.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employeethe Executive’s employment and all hereunder for Cause by a vote of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose purpose. For purposes of this Agreement, “Cause” shall mean: (after i) the Executive’s continued non-compliance with the lawful, reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before good faith written directives from the Board), finding that in which non-compliance has continued for 30 days following the good faith opinion Executive’s receipt of written notice from the Board of Directors Employee committed such non-compliance; (ii) the conduct set forth above Executive’s acts or omissions constituting material misconduct in connection with the performance of his duties, including misappropriation of funds or property of the Company (iother than the occasional, customary and de minimis use of Company property for personal purposes), (ii), which misconduct the Executive fails to cure within 30 days following the Executive’s receipt of written notice from the Board of such misconduct; (iii)) the conviction of the Executive for any felony or a misdemeanor involving moral turpitude or fraud, which conduct by the Executive results or is reasonably expected to result (as determined by the Board in good faith) in injury or reputational harm to the Company or in the Executive being unable to satisfactorily perform his duties to the Company; (iv)) non-performance by the Executive of his duties to the Company (other than by reason of the Executive’s physical or mental illness, incapacity or disability or permissible absence) which non-performance has continued for 30 days following the Executive’s receipt of written notice from the Board of such non-performance; or (v) a material breach by the Executive of any of the Executive’s material obligations under this Agreement and/or of any fiduciary duties owed by Executive to the Company, which breach the Executive fails to cure within 30 days following the Executive’s receipt of written notice from the Board of such breach. To the extent notice and cure opportunities are required pursuant to the foregoing, Cause for termination shall not be deemed to exist if the applicable conduct or condition has been cured or discontinued (vias applicable) prior to expiration of this Section and specifying the particulars thereof in detailapplicable post-notice cure period.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employeethe Executive’s employment and all hereunder for Cause if at a meeting of the Company’s obligations under this Agreement at any time Board called and held for such purpose, a majority of the members of the Board determine in good faith that the Executive is guilty of conduct that constitutes “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationherein. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) Employee’s conduct by the Executive constituting a material act of willful and continued failure to substantially perform the reasonably assigned duties misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company which are consistent with Employee’s position and job description referred to in this Agreement, or any of its subsidiaries or affiliates other than the occasional, customary, and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any such failure resulting from incapacity due felony or a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) continued, willful, and deliberate non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity, or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee continued for more than thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, non-performance from the Board; (iiiiv) a material breach by the Executive of any of the provisions contained in Section 6 of this Agreement; (v) a material violation of any written policy by the Executive of the Company Company’s written employment policies which is not cured within thirty (30) days after receipt by Employee from the Company of has continued following written notice of such violationviolation from the Board; or (vi) 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 in writing to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. For purposes of clauses (i), (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felonyiii), or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphhereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, Executive’s act or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and was in the best interests interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless Company and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called its subsidiaries and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailaffiliates.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employeethe Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the Executive has been charged by the United States or a state or political subdivision thereof with conduct which is a felony or which is a misdemeanor involving moral turpitude, deceit, dishonesty or fraud under the laws of the United States or any state or political subdivision thereof; (b) fraud or embezzlement by the Executive with respect to funds of the Company or dishonest, unethical or improper conduct by the Executive that has had, or is reasonably likely to have, a material adverse impact on the reputation for honesty and all fair dealing of the Company; (c) the Executive’s obligations under failure to comply with lawful instructions not inconsistent with this Agreement at any time “For Cause” (as defined below) by giving notice given to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee Executive by the Board of Directors of the Company Board, which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured or corrected within thirty (30) days after the Executive’s receipt by the Employee of written notice from the Company referring to this Section and describing with specificity the instructions with which the Executive did not comply; (d) the Executive’s material failure to comply with reasonable policies, directives, standards and regulations adopted by the Company, including, without limitation, the Company’s policies regarding xxxxxxx xxxxxxx, except any such failure, that, if capable of written notice of such breachcure, (iii) any material violation of any written policy of is remedied by the Company which is not cured Executive within thirty (30) days after the Executive’s receipt by Employee of written notice from the Company referring to this paragraph and describing with specificity the failure of the Executive to comply; and (e) material breach by the Executive of the Employee Non-Disclosure, Non-Competition and Intellectual Property Agreement by and between the Executive and the Company (the “Employee Agreement”) or any other written notice of such violation, (iv) Employee’s willful misconduct which is materially agreement between the Executive and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement for “cause” at any time during the Term. For purposes of this section 8., the term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Causecause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform o The material non-compliance by the reasonably assigned duties Employee with the Company which are consistent with Employee’s position and job description referred to in this Agreementwritten instructions, other than any such failure resulting from incapacity due to physical directions or mental illness, after a written notice is delivered to Employee by regulations of the Board of Directors applicable to Employee, the breach by Employee of any material term of this Agreement, or the Company which specifically identifies unsatisfactory performance by Employee of Employee’s duties, obligations, work and production standards, and the manner in which failure of Employee has not substantially performed the assigned duties and allowing Employee to correct such non-compliance, breach or unsatisfactory performance within thirty (30) days after receipt by Employee of such written notice to cure such failure to perform, (ii) material breach of this the same by the Company; o Any willful or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt grossly negligent act by the Employee from having the effect of injuring in a material way the Company of written notice of such breach, (iii) any material violation of any written policy as determined by the affirmative vote of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach majority of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion members of the Board of Directors (excluding Employee); o The commission by the Employee committed of fraud or a criminal act that adversely affects the conduct set forth above in business of the Company; or, o The determination by an affirmative vote of the majority of the members of the Board of Directors (iexcluding Employee), after a reasonable and good faith investigation by the Company following a written allegation by another employee of the Company, that Employee engaged in some form of harassment or other improper conduct prohibited by law, unless such actions were specifically directed by the Board. In the event of a termination for cause, as defined herein, the Employee shall only be entitled to receive payment of base salary, adjusted pro-rata to the date of such termination, subject to offset, and to the extent permitted, for any amounts then owed to the Company by Employee. The Employee shall have absolutely no right to receive or retain any other payment or compensation whatsoever under this Agreement, regardless of the term of the employment then elapsed. The Employee’s rights and obligations regarding stock options and shares of the Company’s common stock owned by Employee shall be determined in accordance with and be governed by the Shareholder Agreement and the Company’s Stock Option Plan as well as taking into account the completion (ii), (iii), (iv), (v) or (vinon-completion) of this Section and specifying the particulars thereof in detailaforementioned milestones. Only options that have vested as a result of completed milestones shall be eligible for ownership by Employee.

Termination by Company for Cause. Subject Upon delivery of written notice of termination for “Cause” from Company to Section 3.2Executive, the Company may terminate EmployeeExecutive’s employment and all of the Company’s obligations under this Agreement at any time shall terminate. Termination for “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: termination based on (i) Employeegross negligence, recklessness or malfeasance in the performance of Executive’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, duties; (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) EmployeeExecutive’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any crime, as that term is defined by New Jersey law, or felony, as that term is defined by federal law; (iii) Executive committing any act of fraud or other material misconduct resulting or intending to result directly or indirectly in gain or personal enrichment at the expense of Company; (iv) Executive willfully engaging in any misconduct relating to the business of Company that could reasonably be expected to have a materially detrimental effect on the business or financial condition of the Company; (v) willful misconduct which materially discredits or damages Company, or violates Company’s policies or procedures, after Company has notified Executive of the actions Company deems to constitute noncompliance; (vi) Employee’s commission of an act of fraudExecutive willfully and materially breaches his obligations under Sections 9 and 10 below, embezzlementrelating to confidential information, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, non-solicitation or acceptance of any unlawful bribe or kickback with respect and non-competition. Termination for Cause pursuant to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in subsections (i), (ii), (iii), (iv), (v) ), or (vi) of this Paragraph (c) of Section 6 shall not take effect unless and specifying until the particulars thereof Company complies with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause pursuant to Paragraph 6(c), stating in detaildetail the particular act(s) or failure(s) to act that constitute the grounds on which the proposed termination for Cause is based. That written notice shall be given to Executive within ninety (90) days of the Company’s learning of such act(s) or failure(s) to act. Executive shall then have thirty (30) days after receipt of such written notice to cure such conduct; to the extent such cure is possible. If Executive fails to cure such conduct on or before the end of the thirty (30) day period, Executive shall be terminated for Cause. If Executive’s conduct is not curable, no notice need be given by the Company before terminating Executive for Cause.

Termination by Company for Cause. Subject to Section 3.23.3, the Company may terminate Employee’s 's employment and all of the Company’s 's obligations under this Agreement at any time “"For Cause” " (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “"For Cause” " shall mean any of the following: (i) Employee’s 's willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s 's position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company Tempur-Pedic Chief Executive Officer which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and Tempur-Pedic or the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of Tempur-Pedic or the Company which is not cured within thirty (30) days after receipt by Employee from Tempur-Pedic or the Company of written notice of such violation, (iv) Employee’s 's willful misconduct which is materially and demonstrably injurious to Tempur-Pedic or the Company, (v) Employee’s 's conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s 's commission of an act of fraud, embezzlement, or misappropriation against Tempur-Pedic or the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to Tempur-Pedic’s or the Company’s 's business. For purposes of this paragraph, no act, or failure to act, on Employee’s 's part shall be considered “"willful” " unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of Tempur-Pedic and the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Tempur-Pedic Board of Directors or based upon the written advice of counsel for the Company Tempur-Pedic shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of Tempur-Pedic and the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Tempur-Pedic Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s 's counsel, to be heard before the Board), finding that in the good faith opinion of the Tempur-Pedic Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.. Tempur-Pedic International Inc. 0000 Xxxxxx Xxx, Xxxxxxxxx, XX 00000-0000 Phone (000) 000-0000 xxx.xxxxxxxxxxx.xxx

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s 's employment and all of the Company’s 's obligations under this Agreement at any time “"For Cause” " (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “"For Cause” " shall mean any of the following: (i) Employee’s 's willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s 's position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s 's willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s 's conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s 's commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s 's business. For purposes of this paragraph, no act, or failure to act, on Employee’s 's part shall be considered “"willful” " unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s 's counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employeethe Executive’s employment and all hereunder for Cause. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform conduct by the reasonably assigned duties Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the Board, (B) dishonesty to the Board, with respect to any material matter, or (C) misappropriation of funds or property of the Company which are consistent with Employee’s position and job description referred to in this Agreement, or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of, or plea of guilty or no lo contendere to, (A) any such failure resulting from incapacity due felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) any conduct by the Executive, regardless of whether or not in the course of the Executive’s employment, that would reasonably be expected to result in material injury or material reputational harm to the Company or any of its subsidiaries and affiliates if the Executive were to continue to be employed in the Executive’s position; (iv) continued unsatisfactory performance or non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee incapacity or Disability) that has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee unsatisfactory performance or non-performance from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, Board; (v) Employee’s conviction a breach by a court the Executive of competent jurisdiction ofany of the provisions contained in Section 7 of this Agreement, the Restrictive Covenants Agreement (as defined below) or his pleading guilty or nolo contendere to, any felony, or other Continuing Obligations (as defined below); (vi) Employee’s commission a breach by the Executive of an act any fiduciary duty and/or duty of fraud, embezzlement, or misappropriation against loyalty to the Company or any breach of fiduciary duty its subsidiaries or breach affiliates; (vii) a material violation by the Executive of the duty of loyalty, Company’s written employment policies (including, but not limited to, the offer, payment, solicitation or acceptance any violation of any unlawful bribe written equal employment opportunity policy or kickback any written policy prohibiting discrimination, harassment or retaliation) or corporate governance policies; or (viii) the Executive’s failure to cooperate with respect a bona fide internal investigation or an investigation by regulatory or law enforcement authorities after being instructed by the Company to cooperate, or the Company’s business. For purposes of this paragraph, no act, willful destruction or failure to act, on Employee’s part shall be considered “willful” unless done, preserve documents or omitted other materials known to be done, relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for connection with such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailinvestigation.

Termination by Company for Cause. Subject If the Executive’s employment is terminated for “Cause,” the Executive will not be entitled to Section 3.2and shall not receive any compensation or benefits of any type following the effective date of termination. As used in this Agreement, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: include but not be limited to a termination for (i) Employee’s willful and continued failure a material breach of any promise or obligation imposed under this Agreement, including, without limitation, a refusal to substantially perform the reasonably assigned Executive’s duties with hereunder, except in the Company which are consistent with Employee’s position and job description referred to event that the Executive becomes permanently disabled as set forth in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, Section 5(f); (ii) material breach acts of this embezzlement or any other written agreement between Employee and misappropriation of funds, regardless of whether the embezzlement or misappropriation involves funds or assets of the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, or a third party; (iii) any material violation serious dereliction of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, fiduciary obligation; (iv) Employee’s conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude; (v) a willful misconduct which is materially and demonstrably injurious unauthorized disclosure of confidential information belonging to the Company, (v) Employee’s conviction or entrusted to the Company by a court of competent jurisdiction ofclient, customer, or his pleading guilty or nolo contendere to, any felony, or other third party; (vi) Employee’s commission an intentional violation of an any material Company rule, regulation or policy; (vii) any willful act materially adverse to the interests of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect reasonably likely to result in material harm to the Company’s business. For purposes of this paragraph, no act, Company or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, bring the Company into disrepute; (vii) engaging in knowing bad faith and without reasonable belief behavior that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted would constitute grounds for liability for harassment (as proscribed by the Board of Directors U.S. Equal Employment Opportunity Commission Guidelines or based upon any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the written advice of counsel for the Company shall be conclusively presumed to be doneworkplace; provided, or omitted to be donehowever, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee that “Cause” shall not be deemed found to have been terminated For Cause unless and until there shall have been delivered to Employee exist absent a copy of a resolution, duly adopted by the Board of Directors at a meeting unanimous vote of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion non-interested members of the Board of Directors Employee committed (for purposes of this Agreement, the conduct set forth above in (iterm “non-interested members” shall be defined as all of the members of the Board at the relevant time, excluding the Executive), with the Executive being provided ten (ii)10) days advance written notice of the meeting of the Board at which such a vote is scheduled to be taken, (iii)and the Executive and, (iv)at his election, (v) or (vi) counsel for the Executive being permitted to address the Board on the issue of this Section and specifying the particulars thereof in detailany alleged “cause” for termination at such meeting.

Termination by Company for Cause. Subject to Section 3.2the procedures set forth in this paragraph, the Company may terminate Employeethe Executive’s employment and all of the Company’s obligations under this Agreement at any time for Cause. For purposes of this Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingfollowing by Executive: (i) Employee’s dishonesty, embezzlement, misappropriation of assets or property of the Company; (ii) gross negligence, willful misconduct, neglect of duties, theft, fraud, or breach of fiduciary duty to the Company; (iii) willful and continued knowing violation of federal or state securities laws; or (iv) the conviction of a felony, or any crime involving moral turpitude, including a plea of guilty or nolo contendere; (v) a material breach of any material provision of this Agreement; or (vi) a material breach of any of the Company’s written policies relating to conduct or ethics that causes material, demonstrative harm to the Company. A termination of the Executive’s employment for Cause shall be not be effective unless it is accomplished in accordance with the following procedures: The Board shall give the Executive written notice (“Notice of Termination for Cause”) of its intention to terminate the Executive’s employment for Cause, setting forth the specific conduct of or failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee act by the Board Executive that it considers to constitute Cause and the specific provision(s) of Directors this Agreement on which it relies, and stating the date, time and place of a special meeting of the Company which Company’s Board (the “Special Board Meeting”) called and held specifically identifies and exclusively for the manner in which Employee has purpose of considering the Executive’s termination for Cause. The Special Board Meeting must take place not substantially performed the assigned duties and allowing Employee less than thirty (30) business days after receipt by Employee the Executive receives the Notice of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s businessTermination for Cause. For purposes of this paragraph, no act, or failure to act, on Employee’s part The Executive shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and given an opportunity for Employeeopportunity, together with Employee’s counsel, to be heard before at the Board)Special Board Meeting. The Executive’s termination for Cause shall be effective when a resolution is duly adopted at the Special Board Meeting stating that, finding that in the good faith opinion of a majority of the members of the Board (other than the Executive) present at the Special Board Meeting, the Executive engaged in the act or omission referenced in the Notice of Directors Employee committed Termination for Cause and that such conduct or failure to act constitutes Cause under the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) applicable provision of this Agreement. A failure of the Company to follow the provisions of this Section and specifying in connection with a proposed termination of the particulars thereof Executive’s employment by the Company for Cause shall result in detailthe termination of the Executive’s employment being conclusively deemed to be a termination by the Company without Cause.

Termination by Company for Cause. Subject to Section 3.2At any time during the Period of Employment, the Company may terminate Employee’s employment and all hereunder for Cause. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) conduct by Employee constituting gross negligence or a material act of willful misconduct in the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) criminal or civil conviction of Employee’s willful , a plea of nolo contendere by Employee or conduct by Employee that would reasonably be expected to result in material injury to the reputation of the Company if he were retained in his position with the Company, including, without limitation, conviction of a felony involving moral turpitude; (iii) Employee intentionally and continued failure willfully fails to substantially perform the reasonably assigned duties with within the Company normal and customary scope of the Position which are consistent with Employee’s position and job description referred to in this Agreement, other has continued for more than any such failure resulting from incapacity due to physical or mental illness, after a fifteen (15) days following written notice is delivered to of such non-performance from the Company; (iv) Employee by the Board materially breaches of Directors any of the Company which specifically identifies the manner in which Employee has provisions of this Agreement and such breach is not substantially performed the assigned duties and allowing Employee thirty corrected within fifteen (3015) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, ; or (iiiv) any material a violation of any written policy by Employee of the Company Company’s employment policies which is not cured within thirty has continued for more than fifteen (3015) days after receipt by Employee from the Company of following written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to violation from the Company, provided, however, with respect to subsections (iii) through (v) Employee’s conviction of this Section 9 (a) immediately above, to the extent such non-performance, breach or violation is reasonably determined by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company to be curable and provided such non-performance, breach or any breach of fiduciary duty or breach of the duty of loyalty, including, but violation has not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s businesspreviously occurred. For purposes of this paragraphSection, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, by him not in knowing bad good faith and without reasonable belief that the his action or omission was in, or not opposed to, in the best interests interest of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject At any time during the Term, subject to the remainder of this Section 3.24(c), the Company may terminate Employeethe Executive’s employment and all hereunder for Cause. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) Employee’s a willful and continued act of dishonesty by the Executive with respect to any matter involving the Company or any subsidiary or affiliate, or (ii) conviction of the Executive of a crime involving moral turpitude, or (iii) the gross or willful failure by the Executive to substantially perform the reasonably assigned Executive’s duties with the Company which are consistent with Employee’s position and job description referred to in Company; or (iv) a material breach of this Agreement, the Confidentiality Agreement or the Inventions Agreement; (v) the willful or intentional engaging by the Executive in conduct within the scope of the Executive’s employment that causes injury, monetarily or otherwise, to the Company or (vi) a breach of default by Executive under any other than enforceable employment contract or post-employment restriction, including without limitation any enforceable non-compete agreement, to which Executive is a party or by which he is bound. Notwithstanding the foregoing, Company shall not be permitted to terminate Executive’s employment hereunder for reasons pertaining to Cause as is set forth in any of Section 4(c)(iii), Section 4(c)(iv) and/or Section 4(c)(v), unless and until such failure resulting from incapacity due to physical or mental illness, Cause exists and remains uncured for a period of at least 30 days after a written notice demand for substantial performance is delivered to Employee received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which Employee the Board believes the Executive has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) EmployeeExecutive’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s businessduties. For purposes of this paragraphSection 4(c)(i), Section 4(c)(iii) and Section 4(c)(v) hereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any Executive’s act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and was in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless Company and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called its subsidiaries and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailaffiliates.

Termination by Company for Cause. Subject The Company, by notice to Section 3.2Executive, the Company may terminate Employee’s Executive's employment and all of the Company’s obligations under this Agreement at any time “For for "Cause” (as defined below) by giving notice to Employee stating the basis for such termination". As used herein, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For "Cause” " shall mean any of the followingmean: (i) Employee’s willful and continued the refusal or failure by Executive to substantially perform carry out specific directions of the reasonably assigned duties with the Company Board which are of a material nature and consistent with Employee’s position and job description referred his status as Chief Executive Officer, or the refusal or failure by Executive to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after perform a written notice is delivered to Employee by the Board material part of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned Executive's duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, hereunder; (ii) the commission by Executive of a material breach of any of the provisions of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, Agreement; (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt fraud or dishonest action by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or Executive in his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against relations with the Company or any breach of fiduciary duty its subsidiaries or breach affiliates ("dishonest" for these purposes shall mean Executive's knowingly or recklessly making of a material misstatement or omission for his personal benefit); or (iv) the duty conviction of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance Executive of any unlawful bribe or kickback with respect to the Company’s business. For purposes crime involving an act of this paragraph, no actmoral turpitude, or failure to actthe imposition against Executive of a permanent bar from association with a securities firm by any Federal, on Employee’s part shall be considered “willful” unless done, state or omitted to be done, in knowing bad faith regulatory agency or self-regulatory body after the exhaustion of all judicial and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Companyadministrative appeals therefrom. Notwithstanding the foregoing, Employee no "Cause" for termination shall not be deemed to have been terminated For Cause unless and until there shall have been delivered exist with respect to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that Executive's acts described in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in clauses (i), (ii), (iii), (iv), (v) or (viii) of this Section and above, unless the Company shall have given written notice to Executive specifying the particulars thereof in detail"Cause" with reasonable particularity and, within thirty calendar days after such notice, Executive shall not have cured or eliminated the problem or thing giving rise to such "Cause;" provided, however, that a repeated breach after notice and cure of any provision of clauses (i) or (ii) above involving the same or substantially similar actions or conduct, shall be grounds for termination for "Cause" without any additional notice from the Company.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employeethe Executive’s employment and all hereunder for Cause if at a meeting of the Company’s obligations under this Agreement at any time Board called and held for such purpose, a majority of the Board, exclusive of the Executive, determines in good faith that the Executive is guilty of conduct that constitutes “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationherein. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) Employee’s conduct by the Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) continued, willful and continued failure to substantially perform deliberate non-performance by the reasonably assigned Executive of his duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, hereunder (other than any such failure resulting from incapacity due to by reason of the Executive’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, non-performance from the CEO or the Board; (iiiiv) any material violation a breach by the Executive of any written policy of the Company provisions contained in Section 8 of this Agreement; (v) a violation by the Executive of the Company’s employment policies which is not cured within thirty (30) days after receipt by Employee from the Company of has continued following written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to violation from the Company, (v) Employee’s conviction by a court of competent jurisdiction of, CEO or his pleading guilty or nolo contendere to, any felonythe Board, or (vi) Employee’s commission of willful failure to cooperate with a bona fide internal investigation or an act of fraudinvestigation by regulatory or law enforcement authorities, embezzlementafter being instructed by the Company to cooperate, or misappropriation against the Company willful destruction or any breach failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of fiduciary duty others to fail to cooperate or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation to produce documents or acceptance of any unlawful bribe or kickback other materials in connection with respect to the Company’s businesssuch investigation. For purposes of this paragraphclauses (i), (iii) and (vi) hereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, Executive’s act or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and was in the best interests interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless Company and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called its subsidiaries and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailaffiliates.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time for “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of materially breached this Agreement or any other written agreement between to which Employee and the Company are parties or has materially breached any other obligation or duty owed to the Company, which is not cured within thirty (30) material breach remains uncured for 30 days after receipt by the Employee receives notice thereof from the Company of written notice of such breachChief Executive Officer; (ii) Employee has committed gross negligence, (iii) willful misconduct or any material violation of law or the Company’s Comprehensive Corporate Compliance Program in the performance of Employee’s duties to the Company; (iii) Employee has engaged in any written policy willful misconduct likely to result in material discredit to or material loss of business, reputation or goodwill of the Company; (iv) Employee has failed to follow in any material respect lawful instructions from the officer or body to whom Employee reports concerning the operations or business of the Company, which material failure to follow lawful instructions remains uncured for 30 days after Employee receives notice thereof from the Chief Executive Officer; (v) Employee has been convicted of, or pled nolo contendere to a felony; (vi) Employee has misappropriated funds or property of the Company; or (vii) Employee has attempted to obtain a personal profit from any transaction in which the Employee knows the Company has an interest, and which constitutes a corporate opportunity of the Company which or is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious adverse to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted unless the transaction was approved in writing by the Board Company’s Chief Executive Officer after full disclosure of Directors or based upon the written advice all details relating to such transaction. The cessation of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests employment of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For be for Cause unless and until there shall have been delivered to Employee a copy of a resolution, resolution duly adopted by the affirmative vote of not less than three-quarters of the independent directors of the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Employee and Employee is given an opportunity for Employeeopportunity, together with counsel for Employee’s counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board Board, Employee is guilty of Directors Employee committed the conduct set forth above described in (ithis Section 3.1(c), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to performduties, (ii) material breach of this or any other written agreement between Employee and the Company Agreement which is not cured within thirty (30) 30 days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any material written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violationCompany, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission if it was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the BoardBoard at a duly called meeting at which a quorum is present), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section 3.1(c) and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employeethe Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the Executive has been charged by the United States or a state or political subdivision thereof with conduct which is a felony or which is a misdemeanor involving moral turpitude, deceit, dishonesty or fraud under the laws of the United States or any state or political subdivision thereof; (b) fraud or embezzlement by the Executive with respect to funds of the Company or dishonest, unethical or improper conduct by the Executive that has had, or is reasonably likely to have, a material adverse impact on the reputation for honesty and all fair dealing of the Company; (c) the Executive’s obligations under failure to comply with lawful instructions not inconsistent with this Agreement at any time “For Cause” (as defined below) by giving notice given to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee Executive by the Board of Directors of the Company Board, which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured or corrected within thirty (30) days after the Executive’s receipt by the Employee of written notice from the Company referring to this Section and describing with specificity the instructions with which the Executive did not comply; (d) the Executive’s material failure to comply with reasonable policies, directives, standards and regulations adopted by the Company, including, without limitation, the Company’s policies regarding ixxxxxx xxxxxxx, except any such failure, that, if capable of written notice of such breachcure, (iii) any material violation of any written policy of is remedied by the Company which is not cured Executive within thirty (30) days after the Executive’s receipt by Employee of written notice from the Company referring to this paragraph and describing with specificity the failure of the Executive to comply; and (e) material breach by the Executive of the Employee Non-Disclosure and Intellectual Property Agreement by and between the Executive and the Company (the “Employee Agreement”) or any other written notice of such violation, (iv) Employee’s willful misconduct which is materially agreement between the Executive and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2The Company by action of the Board may terminate Executive's employment for Cause. Upon any such termination of the Executive's employment for Cause, the Company may terminate Employee’s employment and all of the Company’s 's obligations under Sections 4, 5, 6 and 7 (except statutory obligations under COBRA and to pay accrued vacation time) shall immediately terminate. For purposes of this Agreement at Agreement, "Cause" means the occurrence of any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice one or at such other time thereafter as the Company may designate. “For Cause” shall mean any more of the following: (i) Employee’s willful the Executive's conviction of any felony or any act of fraud, misappropriation or embezzlement which has an immediate and continued failure to substantially perform materially adverse effect on the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to performCompany, (ii) the Executive's engaging in a fraudulent act to the material breach damage or prejudice of the Company or in conduct or activities materially damaging to the property, business or reputation of the Company, (iii) the Executive's failure to comply in any material respect with the terms of this Agreement or any other written agreement between Employee policies or directives of the Board which have an immediate and materially adverse effect on the Company and which is have not cured been corrected within thirty (30) 30 days after receipt by the Employee written notice from the Company of written notice of such breachfailure, (iiiiv) any material violation act or omission involving the Executive's malfeasance or negligence in the performance of employment duties which has an immediate and materially adverse effect on the Company and which has not been corrected within 30 days after written notice from the Company, or (v) the Executive's material breach of any written policy of other agreement with the Company, which has an immediate and materially adverse effect on the Company and which is has not been cured within thirty (30) 30 days after receipt by Employee written notice from the Company of written notice such breach. Upon a termination of such violationExecutive's employment for Cause, (iv) Employee’s willful misconduct which is materially the Executive's right to receive compensation and demonstrably injurious to benefits under this Agreement shall terminate immediately upon the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach effective date of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s businesstermination for Cause. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding Without limiting the foregoing, Employee the Executive shall not receive any base salary for any period after the effective date of any such termination for Cause, shall not receive any EIP bonus for any year during which any such termination for Cause occurs and shall not be deemed entitled to have been terminated For Cause unless and until there shall have been delivered to Employee a copy any accelerated vesting or accelerated exercisability of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held any Stock Option following any such termination for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailCause.

Termination by Company for Cause. Subject The Company shall have the right at any time to Section 3.2terminate the employment of Employee for Cause effective immediately (such date of termination, the “Termination Date”) by delivering to Employee a written notice specifying such Cause. If the Company exercises such right, in full settlement and discharge of the Company’s obligation to Employee, the Company may shall make a payment to Employee in a lump sum amount equal to all compensation accrued and unpaid as of the Termination Date and the Company’s obligation under this Agreement to make any further payments to Employee shall thereupon cease and terminate. This Section 7 in no way limits the Company’s right to terminate Employee’s employment and all without cause pursuant to Section 8 of this Agreement. As used herein, the Company’s obligations under this Agreement at any time term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: means (i) willful misconduct or gross negligence of Employee in the performance of his duties and services to the Company or any of its subsidiaries; (ii) the commission of a felony, whether or not committed in the course of performing services for the Company or any of its subsidiaries; (iii) Employee’s willful deliberate dishonesty or breach of fiduciary duty owed to the Company or its subsidiaries; (iv) the commission by Employee in the course of performing any services for the Company or any of its subsidiaries of embezzlement, theft or any other criminal act; (v) the intentional and continued failure to substantially perform unauthorized disclosure by Employee of any material trade secret or material confidential information of the reasonably assigned duties Company or any of its subsidiaries; (vi) the intentional commission by Employee of an act which constitutes unfair competition with the Company which are consistent or any of its subsidiaries, including, without limitation, inducing any employee or customer of the Company to breach a contract with Employee’s position and job description referred the Company or any of its subsidiaries; (vii) the repeated refusal or failure by Employee to in this Agreement, other than comply with any such failure resulting from incapacity due to physical policies of the Company or mental illness, after a written notice is delivered to Employee by any lawful directives of the Board of Directors of the Company; or (viii) the intentional and material breach by Employee of any contract to which the Company and Employee are parties, which specifically identifies the manner in which material breach remains uncured by Employee has not substantially performed the assigned duties and allowing Employee thirty for a period of ten (3010) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the has given Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailthereof.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employeethe Executive’s employment and all hereunder for Cause if at a meeting of the Company’s obligations under this Agreement at any time Board called and held for such purpose, a majority of the members of the Board determine in good faith that the Executive is guilty of conduct that constitutes “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationherein. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) Employee’s conduct by the Executive constituting a material act of willful and continued failure to substantially perform the reasonably assigned duties misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company which are consistent with Employee’s position and job description referred to in this Agreement, or any of its subsidiaries or affiliates other than the occasional, customary, and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any such failure resulting from incapacity due felony or a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) continued, willful, and deliberate non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity, or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee continued for more than thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, non-performance from the Board; (iiiiv) any material violation a breach by the Executive of any written policy of the Company provisions contained in Section 6 of this Agreement; (v) a violation by the Executive of the Company’s employment policies as set forth on Exhibit A attached hereto, which is not cured within thirty (30) days after receipt by Employee from the Company of has continued following written notice of such violationviolation from the Board; or (vi) 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 the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. For purposes of clauses (i), (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felonyiii), or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphhereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, Executive’s act or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and was in the best interests interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless Company and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called its subsidiaries and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailaffiliates.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement for “Cause” at any time time, without notice. For purposes of this Agreement, the term “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s · Employee engages in willful misconduct or fails to follow the reasonable and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by lawful instructions of the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of Directors, if such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which conduct is not cured within thirty (30) calendar days after receipt by the Company sends notice to the Employee from of the Company of written notice of such breachalleged Cause, (iii) any material violation of any written policy · Employee embezzles or misappropriates assets of the Company which or any of its subsidiaries; · Employee’s violation of Employee’s obligations in this Agreement, if such conduct is not cured within thirty (30) calendar days after receipt the Company sends written notice to the Employee of the alleged Cause; · Breach of any agreement between Employee and the Company or to which the Company and Employee are parties, or a breach by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious a fiduciary duty or responsibility to the Company, (v) Employee’s conviction ; · The commission by a court Employee of competent jurisdiction of, fraud or his pleading guilty other willful conduct that adversely affects the business or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach reputation of the duty of loyaltyCompany, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to as determined in the Company’s business. For purposes of this paragraphsole discretion; or, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without · The Company has a reasonable belief that the action Employee engaged in some form of harassment or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted other improper conduct prohibited by the Board Company policy or the law. In the event of Directors or based upon the written advice of counsel a termination for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoingCause, Employee shall only be entitled to receive payment of base salary, in effect at the time of termination, through Employee’s last date of employment and accrued, unused vacation pay. Employee will not be deemed entitled to have been terminated For Cause unless and until there any other payments, salary or bonus. Employee shall have been delivered absolutely no right to receive or retain any other payment or compensation whatsoever under this Agreement. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee a copy of a resolution, duly adopted shall be determined in accordance with and be governed by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) 2012 Plan or (vi) of this Section and specifying the particulars thereof in detailother applicable equity plan.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employee’s Executive's employment and all of with the Company’s obligations under this Agreement Company at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationeffective immediately, effective immediately unless stated otherwise in writing, upon giving such written notice or at such other time thereafter as thereof to Executive, which notice shall state with reasonable specificity the Company may designate. facts supporting the termination “For Cause.” “For Cause” shall mean any of include the following: (i) Employee’s willful and continued failure Conviction of, or pleading guilty to, a felony or any crime involving moral turpitude, fraud, dishonesty or theft or engaging in any act which is a violation of any law or regulation protecting the rights of employees or; (ii) Failure by Executive to satisfactorily perform the duties stated herein or to substantially perform the reasonably such duties in accordance with any tasks, goals, and objectives as assigned duties with from time to time by the Company which are consistent with Employee’s position and job description referred to in this Agreementwriting, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee if Executive has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee corrected or remedied, or has not commenced to correct or remedy, such unsatisfactorily or non-substantial performance of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured specified duties within thirty (30) days after receipt (or such other time as may be provided in writing by the Employee from the Company Company) of written notice Executive’s actual receipt of such breach, written notice; or (iii) any material violation of any written policy of Executive’s gross negligence or willful misconduct relating to the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which that is materially and demonstrably injurious to the Company, ; or (iv) Executive’s excessive use of alcohol or illegal drugs that (A) interferes with the performance of Executive’s duties hereunder; and (B) continues even after written warning regarding such excessive use is actually received by Executive; or (v) EmployeeExecutive’s conviction by a court abandonment of competent jurisdiction of, his position or his pleading guilty or nolo contendere to, any felony, termination of this Agreement for “No Good Reason;” or (vi) Employee’s commission Any material breach by Executive of an act of fraud, embezzlement, this Agreement or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to of the Company’s businessapplicable written policies then in effect, including without limitations, the Company’s Code of Ethics for Officers and Directors with written notice thereof by the Company, provided such notice is actually received by Executive and an appropriate period to cure such material breach, if such breach is curable, is given and has expired. For purposes Upon the Company’s termination of this paragraphAgreement and Executive's employment For Cause, no act, or failure to act, on Employee’s part the Executive shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed entitled to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for and the Company shall be conclusively presumed pay the Executive the following “For Cause Separation Pay”: the Executive’s Base Salary and benefits through the effective date of termination at the Executive’s then current rate (including any applicable pro rated bonus and accrued vacation pay). Except as provided for herein or in any other written agreement, the Company shall have no other liabilities or obligations to be done, or omitted to be done, Executive upon payment in good faith and in the best interests full of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailSeparation Pay.

Termination by Company for Cause. Subject In addition to Section 3.2, any other remedies which the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement have at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationlaw or in equity, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors may upon the affirmative vote of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt no less than a majority of its members, terminate Executive's employment under this Agreement by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of giving Executive written notice of such breachtermination upon or at any time following the occurrence of any of the following events, and each such termination shall constitute a termination for "cause," provided, however, that Executive has first been given written notice of the facts or circumstances constituting the determination of "cause" and a reasonable opportunity (iiiin no event less than fifteen (15) days) to cure, rectify or reverse such facts or circumstances and Executive shall have failed to do so: (a) any act or failure to act (or series or combination thereof) by Executive done with the intent to harm in any material violation of any written policy respect the interests of the Company or any affiliate thereof; (b) the commission by Executive of a felony for which he is not cured within thirty convicted by a court of competent jurisdiction; (30c) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction finding by a court of competent jurisdiction of, that Executive perpetrated a dishonest act or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation common law fraud against the Company or any breach of fiduciary duty affiliate thereof; or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, (d) a grossly negligent act or failure to act, on Employee’s part shall be considered “willful” unless done, act (or omitted series or combination thereof) by Executive detrimental to be done, in knowing bad faith and without reasonable belief that a material extent to the action or omission was in, or not opposed to, the best interests of the Company or any affiliate thereof; or (e) the continued refusal to follow the directives of the Board or the Company. Any act's Chief Executive Officer which are consistent with Executive's duties, or responsibilities and covenants hereunder unless the failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or follow such directives were either: (i) based upon the written advice of counsel for counsel; or (ii) based upon the Company shall be conclusively presumed to be done, or omitted to be done, Executive's judgment in good faith and that such directives would not be in the best interests of the CompanyCompany or its members. Notwithstanding Upon the foregoingearly termination of Executive's employment under this Agreement by the Company for "cause," the Company shall pay to Executive: (i) an amount equal to Executive's Base Salary accrued through the effective date of termination at the rate in effect at the time of termination, Employee shall not be deemed payable at the time such payment is due; and (ii) any expense reimbursement amounts accrued to have been terminated For Cause unless and until there the effective date of termination, payable on the effective date of termination. Upon payment of such amounts, the Company shall have been delivered no further obligation to Employee a copy of a resolutionExecutive under this Agreement, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailExecutive shall have no further rights hereunder.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate the Employee’s employment and all hereunder for Cause. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) conduct by the Employee constituting a material act of misconduct in connection with the performance of the Employee’s willful and continued failure to substantially perform the reasonably assigned duties with duties, including, without limitation, misappropriation of funds or property of the Company which are consistent with or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Employee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries or affiliates if the Employee were retained in the Employee’s position and job description referred to in this Agreement, position; (iii) continued non-performance by the Employee of the Employee’s duties hereunder (other than any such failure resulting from incapacity due to by reason of the Employee’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee non-performance from the Company of written notice of such violation, Board; (iv) Employee’s willful misconduct a material breach by the Employee of any of the provisions contained in Section 7 of this Agreement which has not been cured (or is materially and demonstrably injurious to incapable of or otherwise cannot be cured) within 30 days after the Company, Board gives the Employee written notice regarding such breach; (v) Employeea material violation by the Employee of the Company’s conviction by a court written employment policies which has not been cured (or is incapable of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, otherwise cannot be cured) within 30 days after the Board gives the Employee written notice regarding such breach; or (vi) Employee’s commission of failure to cooperate with a bona fide internal investigation or an act of fraudinvestigation by regulatory or law enforcement authorities, embezzlementafter being instructed by the Company to cooperate, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, willful destruction or failure to act, on Employee’s part preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. Any determination of Cause under this Agreement shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests made by resolution adopted by two-thirds (2/3rds) vote of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailpurpose.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time for “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of materially breached this Agreement or any other written agreement between to which Employee and the Company are parties or has materially breached any other obligation or duty owed to the Company, which is not cured within thirty (30) material breach remains uncured for 30 days after receipt by the Employee receives notice thereof from the Company Board of written notice of such breachDirectors; (ii) Employee has committed gross negligence, (iii) willful misconduct or any material violation of law or the Company’s Comprehensive Corporate Compliance Program in the performance of Employee’s duties to the Company; (iii) Employee has engaged in any written policy willful misconduct likely to result in material discredit to or material loss of business, reputation or goodwill of the Company; (iv) Employee has failed to follow in any material respect lawful instructions from the officer or body to whom Employee reports concerning the operations or business of the Company, which material failure to follow lawful instructions remains uncured for 30 days after Employee receives notice thereof from the Board of Directors; (v) Employee has been convicted of, or pled nolo contendere to a felony; (vi) Employee has misappropriated funds or property of the Company; or (vii) Employee has attempted to obtain a personal profit from any transaction in which the Employee knows the Company has an interest, and which constitutes a corporate opportunity of the Company which or is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious adverse to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted unless the transaction was approved in writing by the Company’s Board of Directors or based upon the written advice after full disclosure of counsel for the Company shall be conclusively presumed all details relating to be done, or omitted to be done, in good faith and in the best interests such transaction. The cessation of the Company. Notwithstanding the foregoing, employment of Employee shall not be deemed to have been terminated For be for Cause unless and until there shall have been delivered to Employee a copy of a resolution, resolution duly adopted by the affirmative vote of not less than three-quarters of the independent directors of the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Employee and Employee is given an opportunity for Employeeopportunity, together with counsel for Employee’s counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board Board, Employee is guilty of Directors Employee committed the conduct set forth above described in (ithis Section 3.1(c), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject Notwithstanding anything to Section 3.2the contrary contained herein and subject to applicable law, the Company may terminate Employee’s the Executive's employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as with immediate effect if the Company may designate. “For Cause” shall mean determine in good faith that any of the followingfollowing has occurred: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical acts or mental illness, after a written notice is delivered to Employee omissions by the Board of Directors of the Company Executive which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) constitute material breach of this misconduct or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material a knowing violation of any a material written policy of the Company which is not cured within thirty or any of its subsidiaries (30provided Executive has been provided with a copy of such material written policy), (ii) days after receipt by Employee the Executive or any affiliated or related person or entity receiving a benefit in money, property or services from the Company or any of written notice its subsidiaries or from another person dealing with the Company or any of such violationits subsidiaries, in material violation of applicable law or Company policy, (iviii) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlementconversion, misappropriation, or misappropriation against embezzlement by the Executive or his conviction of, or entering a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof, (iv) a material breach by the Executive of any provision of Section 8 hereof, (v) the Executive's failure or refusal (whether intentional, reckless or negligent) to perform his duties under this Agreement or (vi) any other breach by the Executive of this Agreement in any material respect. In no event shall the Executive's termination by the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, to have been for cause if such termination took place as a result of (1) the Executive's bad judgment or omitted to be done, in knowing bad faith and without reasonable belief that the action negligence or (2) any act or omission without intent of gaining a profit to which the Executive was not legally entitled or (3) any act or omission believed by the Executive in good faith to have been in, or not opposed to, the best interests of the Company. Any actIf Executive is terminated for cause, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company he shall be conclusively presumed entitled to the compensation and other benefits set forth in Section 3) through the last date of Executive's employment. Upon payment of all obligations under this Agreement that are then outstanding, this Agreement shall terminate. Notice of such termination shall be donegiven to Executive in writing, or omitted to be done, in good faith and in specifying the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held reasons for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailtermination.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationtime, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For immediately, for Cause” , which shall mean any of the followingbe defined as: (i) Employee’s willful a Willful and continued material failure to substantially perform the reasonably assigned Executive’s duties with the Company which are consistent with Employee’s position and job description referred to under this Agreement in this Agreement, a satisfactory manner (other than any such failure resulting from as a result of total or partial incapacity due to physical or mental illnessillness or Disability, after as defined in Section 10.3 below), where Willful means, when applied to any action or omission made by Executive, that Executive did so without a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad good faith and without reasonable belief that the such action or omission was in, or was not opposed contrary to, the best interests of the Company. Any act; (ii) acts of dishonesty, fraud, embezzlement, misrepresentation, and misappropriation involving the Company or any of its affiliates; (iii) unprofessional conduct which may adversely affect the reputation of the Company and/or its relationship with its customers, employees or suppliers; and (iv) a conviction of, or failure entry of a guilty plea or no contest to, any crime involving moral turpitude or dishonesty (collectively “Cause”). In the event of termination of this Agreement for Cause, Executive shall immediately be paid all accrued Base Salary and any reasonable and necessary business expenses properly incurred by Executive in connection with the duties hereunder, all through the date of termination. All stock options held by Executive shall expire at the date of termination for any of the above-enumerated reasons to actterminate for Cause. In addition, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be doneparties’ obligations hereunder, or omitted to be done, in good faith and except as set forth in the best interests of the Company. Notwithstanding the foregoingEmployee Confidentiality, Employee shall not be deemed to have been terminated For Cause unless Proprietary Rights and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose Non-Solicitation Agreement (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Boardas defined below), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in Agreement to Arbitrate (ias defined below), (ii)and Sections 10, (iii), (iv), (v) or (vi) 11 and 12 of this Section and specifying the particulars thereof in detailAgreement, shall terminate.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employeethis agreement effective immediately, with Company’s employment only obligation being the payment of salary and all accrued, unused vacation compensation earned as of the Company’s obligations under this Agreement at date of termination and without liability for severance compensation of any time “For Cause” (as defined below) by giving notice to Employee stating kind, in the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingfollowing situations: (i) Employee’s any willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in breach or violation by Employee of this Agreementagreement, other than or any such failure resulting from incapacity due to physical written policy, procedure or mental illness, after a written notice is delivered to Employee by the Board of Directors guideline of the Company which specifically identifies the manner in which if Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice fails to cure such failure to perform, (ii) material breach violation within 30 days of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of receiving written notice of such violation; (ii) Employee engages in any of the following forms of misconduct: illegal use of any controlled substance; discriminatory or harassing behavior, whether or not illegal under federal, state or local law; falsifying any financial statements or publicly disclosed documents; or making any false or misleading statement relating to Employee’s employment by Company; (iii) Employee fails to cure, within 30 days of receiving written notice, any material injury to the economic or ethical welfare of Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and responsibilities under this agreement; (iv) Employee’s willful misconduct which is materially and demonstrably injurious the engaging by Employee in conduct involving moral turpitude that causes demonstrable injury, monetarily or otherwise, to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, misappropriation or conversion of assets of the offerCompany (other than immaterial assets), paymenttheft or misuse of Company funds, solicitation or acceptance theft or material misuse of any unlawful bribe Company property; (v) the charging of Employee with, or kickback with respect conviction of or entry of a plea of nolo contendere to, a felony, or to a misdemeanor involving dishonesty or moral turpitude; or (vi) a material breach by Employee of this agreement by engaging in action in violation of the restrictive covenants in this agreement; (vii) Employee’s misappropriation of a material business opportunity of the Company without Company’s businessprior written approval (which may be withheld in Company’s sole discretion), including, without limitation, securing or attempting to secure personal profit or other benefit in connection with any transaction entered into on behalf of Company. For purposes of this paragraph, no act, No act or failure to act, on Employee’s part act by the Employee shall be considered deemed “willful” unless if done, or omitted to be done, by him in knowing bad good faith and without with the reasonable belief that the his action or omission was in, or not opposed to, in the best interests interest of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate this Agreement and Employee’s employment and all of the Company’s obligations under this Agreement for Cause at any time after providing written notice to Employee. For purposes of this Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmeans: (ia) willful breach of Employee’s duties to Company or willful breach of this Agreement; (b) Employee’s conviction of any felony or any crime involving fraud, dishonesty, or moral turpitude; (c) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to participation in this Agreement, other than any such failure resulting from incapacity due to physical fraud against or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the affecting Company or any breach of fiduciary duty subsidiary, affiliate, customer, supplier, client, agent, or breach of the duty of loyalty, employee thereof; or (d) any other act that Company reasonably determines constitutes gross or willful misconduct materially detrimental to Company including, but not limited to, the offerunethical practices, paymentdishonesty, solicitation disloyalty, or acceptance any other acts harmful to Company; provided, however that a for Cause termination pursuant to clause (a), if susceptible of any unlawful bribe cure, shall not become effective unless Employee fails to cure such failure to perform or kickback with respect breach within 30 days after his receipt of written notice from Company, such notice to the Company’s businessdescribe such failure to perform or breach and identify what reasonable actions shall be required to cure such failure to perform or breach. For purposes of this paragraphSection 3.1.4, no act, or failure to act, on Employee’s part shall be considered “dishonest” or “willful” unless done, or omitted to be done, by Employee in knowing bad faith and without reasonable belief that the his action or omission was in, in or not opposed to, the best interests interest of the Company. Any act, or failure to act, expressly authorized by 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 Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company. Notwithstanding Furthermore, the foregoing, Employee term "Cause" shall not be deemed include ordinary negligence or failure to have been terminated For Cause unless and until there shall have been delivered act, whether due to an error in judgment or otherwise, if Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that has exercised substantial efforts in the good faith opinion of to perform the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) duties reasonably assigned or (vi) of this Section and specifying the particulars thereof in detailappropriate to his position.

Termination by Company for Cause. Subject In addition to Section 3.2, any other remedies which the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement have at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationlaw or in equity, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors may upon the affirmative vote of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt no less than a majority of its members, terminate Executive's employment under this Agreement by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of giving Executive written notice of such breachtermination upon or at any time following the occurrence of any of the following events, and each such termination shall constitute a termination for "cause," provided, however, that Executive has first been given written notice of the facts or circumstances constituting the determination of "cause" and a reasonable opportunity (iiiin no event less than fifteen (15) days) to cure, rectify or reverse such facts or circumstances and Executive shall have failed to do so: (a) any act or failure to act (or series or combination thereof) by Executive done with the intent to harm in any material violation of any written policy respect the interests of the Company or any affiliate thereof; (b) the commission by Executive of a felony for which he is not cured within thirty convicted by a court of competent jurisdiction; (30c) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction finding by a court of competent jurisdiction of, that Executive perpetrated a dishonest act or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation common law fraud against the Company or any breach of fiduciary duty affiliate thereof; or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, (d) a grossly negligent act or failure to act, on Employee’s part shall be considered “willful” unless done, act (or omitted series or combination thereof) by Executive detrimental to be done, in knowing bad faith and without reasonable belief that a material extent to the action or omission was in, or not opposed to, the best interests of the Company or any affiliate thereof; or (e) the continued refusal to follow the directives of the Board or the Company. Any act's Chief Executive Officer which are consistent with Executive's duties, or responsibilities and covenants hereunder unless the failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or follow such directives were either: (i) based upon the written advice of counsel for counsel; or (ii) based upon the Company shall be conclusively presumed to be done, or omitted to be done, Executive's judgment in good faith and that such directives would not be in the best interests of the CompanyCompany or its members. Notwithstanding Upon the foregoingearly termination of Executive's employment under this Agreement by the Company for "cause," the Company shall pay to Executive: (i) an amount equal to Executive's Base Salary accrued through the effective date of termination at the rate in effect at the time of termination, Employee shall not be deemed payable at the time such payment is due; and (ii) any expense reimbursement amounts accrued to have been terminated For Cause unless and until there the effective date of termination, payable on the effective date of termination. Upon payment of such amounts, the Company shall have been delivered no further obligation to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of Executive under this Section and specifying the particulars thereof in detailAgreement.

Termination by Company for Cause. Subject to Section 3.2At any time during the Period of Employment, the Company may terminate EmployeeExecutive’s employment and all hereunder for Cause if such termination is approved by not less than a majority of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose purpose. For purposes of this Agreement, “Cause” shall mean: (after reasonable A) conduct by Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (B) criminal or civil conviction or indictment of Executive, a plea of nolo contendere by Executive or conduct by Executive that would reasonably be expected to result in material injury to the reputation of the Company if he were retained in his position with the Company, including, without limitation, conviction or indictment of a felony involving moral turpitude; (C) continued, willful and deliberate nonperformance by Executive of his duties hereunder (other than by reason of Executive’s physical or mental illness, incapacity or disability) which has continued for more than thirty (30) days following written notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before of such non-performance from the Board); (D) a breach by Executive of any of the material provisions of the Executive’s Employee Agreement regarding Inventions, finding Confidentiality and Non-Competition (the “Employee Agreement”) which is not or cannot be cured within ten (10) days following written notice of such breach from the Board; or (E) a material violation by Executive of the Company’s employment policies which has continued following written notice of such violation from the Board. In the event that the agreements or plans governing any of Executive’s stock-based grants and awards include and use a definition of “Cause”, the definition of Cause above shall supersede and apply in place of any such definition in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section applicable agreement and/or plan with respect to Executive’s applicable stock-based grants and specifying the particulars thereof in detailawards.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employeethe Executive’s employment and all hereunder for Cause if at a meeting of the Company’s obligations under this Agreement at any time Board called and held for such purpose, a majority of the Board, exclusive of the Executive, determines in good faith that the Executive is guilty of conduct that constitutes “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationherein. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) Employee’s conduct by the Executive constituting a material act of willful misconduct in connection with the performance of her duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if she were retained in her position; (iii) continued, willful and continued failure to substantially perform deliberate non-performance by the reasonably assigned Executive of her duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, hereunder (other than any such failure resulting from incapacity due to by reason of the Executive’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, non-performance from the Board; (iiiiv) any material violation a breach by the Executive of any written policy of the Company provisions contained in Section 8 of this Agreement; (v) a violation by the Executive of the Company’s employment policies which is not cured within thirty (30) days after receipt by Employee from the Company of has continued following written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to violation from the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felonyBoard, or (vi) Employee’s commission of willful failure to cooperate with a bona fide internal investigation or an act of fraudinvestigation by regulatory or law enforcement authorities, embezzlementafter being instructed by the Company to cooperate, or misappropriation against the Company willful destruction or any breach failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of fiduciary duty others to fail to cooperate or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation to produce documents or acceptance of any unlawful bribe or kickback other materials in connection with respect to the Company’s businesssuch investigation. For purposes of this paragraphclauses (i), (iii) and (vi) hereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, Executive’s act or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and was in the best interests interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless Company and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called its subsidiaries and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailaffiliates.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate the Employee’s employment and all hereunder for Cause. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) conduct by the Employee constituting a material act of misconduct in connection with the performance of the Employee’s willful and continued failure to substantially perform the reasonably assigned duties with duties, including, without limitation, misappropriation of funds or property of the Company which are consistent with or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Employee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries or affiliates if the Employee were retained in the Employee’s position and job description referred to in this Agreement, position; (iii) continued non-performance by the Employee of the Employee’s duties hereunder (other than any such failure resulting from incapacity due to by reason of the Employee’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee non-performance from the Company of written notice of such violation, Board; (iv) Employee’s willful misconduct a material breach by the Employee of any of the provisions contained in Section 7 of this Agreement which has not been cured (or is materially and demonstrably injurious to incapable of or otherwise cannot be cured) within 30 days after the Company, Board gives the Employee written notice regarding such breach; (v) Employeea material violation by the Employee of the Company’s conviction by a court written employment policies which has not been cured (or is incapable of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, otherwise cannot be cured) within 30 days after the Board gives the Employee written notice regarding such breach; or (vi) Employee’s commission of failure to cooperate with a bona fide internal investigation or an act of fraudinvestigation by regulatory or law enforcement authorities, embezzlementafter being instructed by the Company to cooperate, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, willful destruction or failure to act, on Employee’s part shall be considered “willful” unless done, preserve documents or omitted other materials known to be done, relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for connection with such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailinvestigation.

Termination by Company for Cause. Subject to Section 3.2, the Company Xxxxx may terminate EmployeeExecutive’s employment and all of the Company’s obligations under this Agreement hereunder at any time for any reason, including but not limited to for Cause. For purposes of this Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingtermination based upon: (i) Employee’s willful and continued the failure by Executive to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by follow directions of the Board of Directors in the handling of the Company material matters which specifically identifies the manner in which Employee has not substantially performed the assigned duties are legal and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, consistent with Executive’s position; (ii) material breach of this the willful or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt continued engagement by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct Executive in conduct which is materially and demonstrably injurious to the CompanyMyomo, (v) Employee’s conviction by a court of competent jurisdiction of, monetarily or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyaltyotherwise, including, but not limited to, the offerdisclosure by Executive of Confidential Information (as defined in paragraph 7(a)), paymentwhich is inconsistent with Executive’s responsibilities set forth in paragraph 1(b), solicitation or acceptance breach by Executive of his fiduciary duties to Myomo, violation by Executive of any unlawful bribe restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or kickback employees or disparage Myomo or their officers, employees, business partners, affiliates or representatives, as further defined in paragraph 7 below; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a knowing and material violation of Myomo’s employment policies as specified in the Employee Handbook; (vi) a material breach by Executive of this Agreement; or (vii) Executive’s willful absence from his employment or willful failure or refusal to perform or gross neglect in the performance of his duties or responsibilities hereunder. Prior to termination under subparagraphs (i) or (v) above, Myomo will provide Executive with respect written notice pursuant to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part Cause Process” shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief mean that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, (i) Myomo reasonably determines in good faith and that a “Cause” condition has occurred; (ii) Myomo notifies Executive in writing of any act or omission it believes constitutes Cause for termination, including stating the best interests reasons for such belief, which notice shall occur within 90 days of the Companyfirst occurrence of such condition; and (iii) Myomo terminates Executive’s employment within 30 days after the end of the Cure Period. Notwithstanding In the foregoingevent of termination of Executive by Myomo for Cause, Employee shall not be deemed to have been terminated For Cause unless and until there Xxxxx shall have been delivered no obligation to Employee a copy of a resolution, duly adopted pay Executive anything other than any salary earned to date and to provide him with any benefit continuation rights as required by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detaillaw.

Termination by Company for Cause. Subject to Section 3.2During the Term, the Company may shall be entitled to terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time hereunder for “For Cause,” (as defined below) , by giving providing written notice to the Employee stating of such decision. For purposes of this Agreement, Cause shall mean (i) the basis for such terminationcommission by the Employee of an act of malfeasance, effective immediately upon giving such notice dishonesty, fraud or at such other time thereafter as breach of trust against the Company may designate. “For Cause” shall mean or any of its affiliates, employees, clients or suppliers, (ii) the breach by the Employee of any of the following: material obligations set forth in Sections 3, 5 or 8 of this Agreement, after a written demand by the Company for correction of such breach is delivered to the Employee, which specifically identifies the section or sections of the Agreement which the Company asserts have been breached and the manner in which the Company asserts that the Employee has breached the obligations referenced therein, which breach is not cured by the Employee within thirty (i30) days of his receipt of such written demand; (iii) the Employee’s willful and continued failure failure, neglect or refusal to perform substantially perform the reasonably assigned his material duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, responsibilities hereunder (other than any such failure resulting from incapacity due to physical or mental illnessby reason of a Disability), after a written notice demand by the Company for substantial performance is delivered to Employee by the Board of Directors of the Company Employee, which specifically identifies the manner in which the Company asserts that the Employee has not substantially performed the assigned duties performed, which willful and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such continued failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which perform is not cured by the Employee within thirty (30) days after of his receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, demand; and (iv) the Employee’s willful misconduct which is materially and demonstrably injurious to the Companyindictment, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading plea of guilty or nolo contendere to, no contest to any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company felony or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s businesscrime involving moral turpitude. For purposes Upon termination of this paragraphAgreement for Cause, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall pay the Employee any earned but unpaid Base Salary to the date of termination, any pro rata bonus for the partial calendar year to the date of termination (as and when determined and as otherwise payable under the Bonus Plan), and any unpaid vacation and any unreimbursed expenses otherwise payable hereunder. All such payments shall be conclusively presumed to made within 30 days of Employee’s termination of employment, except for the pro rata bonus, which shall be done, or omitted to be done, in good faith and in the best interests paid within 21/2 months of the Companyend of the fiscal year in which the termination occurred. Notwithstanding Except for the foregoingforegoing payment amounts or as otherwise contemplated by the provisions of Section 6(g), Employee shall not be deemed entitled to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolutionno other compensation, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) benefits or (vi) of this Section and specifying the particulars thereof in detailpayments.

Termination by Company for Cause. Subject to Section 3.2At any time during the Employment Period, the Company may terminate Employeethe Executive’s employment and all hereunder for Cause if, at a meeting of the Company’s obligations under this Agreement at any time “For Cause” Board called and held for such purpose, the Board unanimously determines in good faith that there is Cause (as defined below) by giving notice to Employee stating terminate the basis for such terminationemployment of the Executive, effective immediately upon giving such notice or at such other time thereafter as and the Company may designategives written Notice of Termination to Executive. The Date of Termination shall be specified in the Notice of Termination. For purposes of this Agreement, “For Cause” shall mean any of the followingmean: (i) Employee’s conduct by the Executive constituting a material act of willful gross misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary; (ii) continued, willful and continued failure to substantially perform deliberate non-performance by the reasonably assigned Executive of his duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, hereunder (other than any such failure resulting from incapacity due to by reason of the Executive’s physical or mental illness, after a incapacity or disability) which has continued for more than ninety (90) days following written notice is delivered to Employee of such non-performance from the Board or authorized executive; (iii) a breach by the Board Executive of Directors any of the Company provisions contained in Section 9 of this Agreement; (iv) a violation by the Executive of the Company’s employment policies which specifically identifies the manner in which Employee violation has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee continued following written notice of such notice to cure such violation from the Board or (v) willful failure to performcooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. For purposes of clauses (i), (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphhereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, Executive’s act or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and was in the best interests interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless Company and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called its subsidiaries and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailaffiliates.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time for “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of materially breached this Agreement or any other written agreement between to which Employee and the Company are parties or has materially breached any other obligation or duty owed to the Company, which is not cured within thirty (30) material breach remains uncured for 30 days after receipt by the Employee receives notice thereof from the Company of written notice of such breachChief Executive Officer; (ii) Employee has committed gross negligence, (iii) willful misconduct or any material violation of law or the Company’s Comprehensive Corporate Compliance Program in the performance of Employee’s duties to the Company; (iii) Employee has engaged in any written policy willful misconduct likely to result in material discredit to or material loss of business, reputation or goodwill of the Company; (iv) Employee has failed to follow in any material respect lawful instructions from the officer or body to whom Employee reports concerning the operations or business of the Company, which material failure to follow lawful instructions remains uncured for 30 days after Employee receives notice thereof from the Chief Executive Officer; (v) Employee has been convicted of, or pled nolo contendere to a felony; (vi) Employee has misappropriated funds or property of the Company; or (vii) Employee has attempted to obtain a personal profit from any transaction in which the Employee knows the Company has an interest, and which constitutes a corporate opportunity of the Company which or is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious adverse to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted unless the transaction was approved in writing by the Board Company’s Chief Executive Officer after full disclosure of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed all details relating to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailtransaction.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate this Agreement and Employee’s employment and all for Cause immediately upon written notice to Employee. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmeans: (ia) willful breach of Employee’s duties to Company or willful breach of this Agreement; (b) Employee’s conviction of any felony or any crime involving fraud, dishonesty or moral turpitude; (c) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to participation in this Agreement, other than any such failure resulting from incapacity due to physical fraud against or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the affecting Company or any breach of fiduciary duty subsidiary, affiliate, customer, supplier, client, agent, or breach of the duty of loyaltyemployee thereof; or (d) any other act that Company reasonably determines constitutes gross or willful misconduct materially detrimental to Company, including, but not limited to, the offerunethical practices, paymentdishonesty, solicitation or acceptance disloyalty, violation of any unlawful bribe or kickback with respect to the Company’s businessharassment policy or any other acts harmful to Company; provided, however that a for Cause termination pursuant to clause (a), if susceptible of cure, which determination is in the sole discretion of Company to make, shall not become effective unless Employee fails to cure such failure to perform or breach within 30 days after his receipt of written notice from Company, such notice to describe such failure to perform or breach and identity what reasonable actions shall be required to cure such failure to perform or breach. For purposes of this paragraphSection 3.1.4, no act, or failure to act, on Employee’s part shall be considered “dishonest” or “willful” unless done, or omitted to be done, by Employee in knowing bad faith and without reasonable belief that the his action or omission was in, in or not opposed to, the best interests interest of the Company. Any act, or failure to act, expressly authorized by 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 Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company. Notwithstanding Furthermore, the foregoing, Employee term “Cause” shall not be deemed include ordinary negligence or failure to have been terminated For Cause unless and until there shall have been delivered act, whether due to an error in judgment or otherwise, if Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that has exercised substantial efforts in the good faith opinion of to perform the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) duties reasonably assigned or (vi) of this Section and specifying the particulars thereof in detailappropriate to his position.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employeethe Executive’s employment and all hereunder for Cause (as hereinafter defined) if at a meeting of the Company’s obligations under this Agreement at any time Board called and held for such purpose, a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationherein. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) Employee’s conduct by the Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) continued, willful and continued failure to substantially perform deliberate non-performance by the reasonably assigned Executive of his duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, hereunder (other than any such failure resulting from incapacity due to by reason of the Executive’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breachnon-performance from the Board (iv) a breach by the Executive of any of the provisions contained in Section 4 of this Agreement; (v) a violation by the Executive of the Company’s employment policies which has continued following written notice of such violation the Board of (vi) 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 the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. For purposes of clauses (i), (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphhereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, Executive’s act or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and was in the best interests interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless Company and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called its subsidiaries and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailaffiliates.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationtime, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For immediately, for Cause” , which shall mean any of the followingbe defined as: (i) Employee’s willful a Willful and continued material failure to substantially perform the reasonably assigned Executive’s duties with the Company which are consistent with Employee’s position and job description referred to under this Agreement in this Agreement, a satisfactory manner (other than any such failure resulting from as a result of total or partial incapacity due to physical or mental illnessillness or Disability, after as defined in Section 9.3 below), where Willful means, when applied to any action or omission made by Executive, that Executive did so without a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad good faith and without reasonable belief that the such action or omission was in, or was not opposed contrary to, the best interests of the Company. Any act; (ii) acts of dishonesty, fraud, embezzlement, misrepresentation, and misappropriation involving the Company or any of its affiliates; (iii) unprofessional conduct which may adversely affect the reputation of the Company and/or its relationship with its customers, employees or suppliers ; and (iv) a conviction of, or failure entry of a guilty plea or no contest to, any crime involving moral turpitude or dishonesty (collectively “Cause”). In the event of termination of this Agreement for Cause, Executive shall immediately be paid all accrued Base Salary, all accrued but unused PTO and any reasonable and necessary business expenses incurred by Executive in connection with the duties hereunder, all to act, expressly authorized by a resolution duly adopted the date of termination. All stock options covered by the Board Option shall expire at the date of Directors or based upon termination for any of the written advice of counsel above-enumerated reasons to terminate for cause. In addition, the Company shall be conclusively presumed to be doneparties’ obligations hereunder, or omitted to be done, in good faith and except as set forth in the best interests of the Company. Notwithstanding the foregoingattached K12 Employee Confidentiality, Employee shall not be deemed Proprietary Rights and Non-Solicitation Agreement, K12 Agreement to have been terminated For Cause unless Arbitrate, and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called Sections 9 and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) 11 of this Section and specifying the particulars thereof in detailAgreement, shall terminate.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employeethe Executive’s employment and all hereunder for Cause by a unanimous (excluding Executive) vote of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose purpose. For purposes of this Agreement, “Cause” shall mean: (after i) the Executive’s continued non-compliance with the lawful, reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before good faith written directives from the Board), finding that in which non-compliance has continued for thirty (30) days following the good faith opinion Executive’s receipt of written notice from the Board of Directors Employee committed such non-compliance; (ii) the conduct set forth above Executive’s acts or omissions constituting material misconduct in connection with the performance of his duties, including misappropriation of funds or property of the Company (iother than the occasional, customary and de minimis use of Company property for personal purposes), which misconduct the Executive fails to cure within thirty (ii), 30) days following the Executive’s receipt of written notice from the Board of such misconduct; (iii)) the conviction of the Executive for any felony or a misdemeanor involving moral turpitude or fraud, which conduct by the Executive results or is reasonably expected to result (as determined by the Board in good faith) in injury or reputational harm to the Company or in the Executive being unable to satisfactorily perform his duties to the Company; (iv)) non-performance by the Executive of his duties to the Company (other than by reason of the Executive’s physical or mental illness, incapacity or disability or permissible absence) which non-performance has continued for thirty (30) days following the Executive’s receipt of written notice from the Board of such non-performance; or (v) a material breach by the Executive of any of the Executive’s material obligations under this Agreement and/or of any fiduciary duties owed by Executive to the Company, which breach the Executive fails to cure within thirty (30) days following the Executive’s receipt of written notice from the Board of such breach. To the extent notice and cure opportunities are required pursuant to the foregoing, Cause shall not be deemed to exist if the applicable conduct or condition has been cured or discontinued (vias applicable) prior to expiration of this Section and specifying the particulars thereof in detailapplicable post-notice cure period.

Termination by Company for Cause. Subject to Section 3.2, the The Company may immediately terminate Employeethe Executive’s employment hereunder for “Cause.” Such termination shall constitute the Executive’s resignation from the Boards. If the Executive’s employment is terminated for “Cause,” the Executive will not be entitled to and all shall not receive any compensation or benefits of any type following the effective date of termination other than the Accrued and Other Obligations; provided, however, that any outstanding Equity Awards that were granted on or after the date of this Agreement and held by the Executive as of the Company’s obligations under this Agreement at effective date of any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, and any LTI Awards held by the Executive as of the effective date of any such termination, will immediately upon giving such notice or at such other time thereafter as be forfeited. As used in this Agreement, the Company may designate. term “For Cause” shall mean any of the following: (i) Employeethe Executive’s willful and continued failure to substantially perform the reasonably assigned his material duties with for the Company which are consistent with Employee’s position and job description referred to in this Agreement, (other than any such failure resulting from incapacity due to physical on account of vacation, personal time off, approved leave of absence and/or Disability or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from Executive of a notice that his employment is being terminated without Cause by the Company of written or after Executive gives notice of such breach, (iii) any material violation of any written policy of to the Company which that he has grounds to resign for Good Reason); (ii) the Executive is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction convicted of, or his pleading enters a plea of guilty or nolo contendere to, any felony, (A) a felony (other than a minor traffic violation) or (viB) Employee’s commission of an act of frauda crime involving moral turpitude; or (iii) in carrying out his duties under the Agreement, embezzlement, or misappropriation against the Executive engages in (x) willful gross neglect causing material harm to the Company or any breach of fiduciary duty its business or breach (y) willful and material misconduct relating to the business of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph“Cause” definition, no act, act or failure to act, on Employee’s part omission by the Executive shall be considered deemed to be “willful” unless done, or omitted to be done, in knowing bad if the Executive had a good faith and without reasonable belief that the action such act or omission was in, or not opposed to, the best interests of the CompanyCompany or its affiliates. Any actAnything herein to the contrary notwithstanding, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee Executive shall not be deemed terminated for “Cause,” within the meaning of clauses (i) and (iii) of this Section, unless written notice stating the basis for the termination is provided to have been terminated For Cause unless and until there shall have been delivered the Executive and, if such neglect or conduct is reasonably curable, he is given no less than 20 days to Employee a copy cure the neglect or conduct that is the basis of a resolutionsuch claim and, duly adopted by if he fails to cure such neglect or conduct or such neglect or conduct is not reasonably curable, the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and Executive has an opportunity for Employee, together with Employee’s counsel, to be heard before the Board)full Board of DFC (represented by counsel) and, finding that in after such hearing, there is a vote of a majority of the good faith opinion members of the Board of Directors Employee committed (not counting the conduct set forth above in (i), (ii), (iii), (iv), (vExecutive) or (vi) of this Section and specifying the particulars thereof in detailto terminate Executive’s employment for Cause.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employeethe Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the Executive has been charged by the United States or a state or political subdivision thereof with conduct which is a felony or which is a misdemeanor involving moral turpitude, deceit, dishonesty or fraud under the laws of the United States or any state or political subdivision thereof; (b) fraud or embezzlement by the Executive with respect to funds of the Company or dishonest, unethical or improper conduct by the Executive that has had, or is reasonably likely to have, a material adverse impact on the reputation for honesty and all fair dealing of the Company; (c) the Executive’s obligations under intentional failure to comply with lawful instructions not inconsistent with this Agreement at any time “For Cause” (as defined below) by giving notice given to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee Executive by the Board of Directors of the Company Board, which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured or corrected within thirty (30) days after the Executive’s receipt by the Employee of written notice from the Company referring to this Section and describing with specificity the instructions with which the Executive did not comply; (d) the Executive’s material failure to comply with reasonable policies, directives, standards and regulations adopted by the Company, including, without limitation, the Company’s policies regarding ixxxxxx xxxxxxx, except any such failure, that, if capable of written notice of such breachcure, (iii) any material violation of any written policy of is remedied by the Company which is not cured Executive within thirty (30) days after the Executive’s receipt by Employee of written notice from the Company referring to this paragraph and describing with specificity the failure of the Executive to comply; and (e) material breach by the Executive of the Employee Non-Disclosure, Non-Competition and Intellectual Property Agreement by and between the Executive and the Company (the “Employee Agreement”) or any other written notice of such violation, (iv) Employee’s willful misconduct which is materially agreement between the Executive and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employee’s the your employment and all hereunder for Cause. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties conduct by you constituting a material act of misconduct in connection with the performance of your duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the Board; (B) dishonesty to the Board with respect to any material matter; or (C) misappropriation of funds or property of the Company which are consistent with Employee’s position and job description referred to in this Agreement, or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by you of acts satisfying the elements of (A) any such failure resulting from incapacity due felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) any misconduct by you, regardless of whether or not in the course of your employment, that would reasonably be expected to result in material injury or material reputational harm to the Company or any of its subsidiaries or affiliates if you were to continue to be employed in the same position; (iv) continued non-performance by you of your duties hereunder (other than by reason of your physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, non-performance from the Board; (iiiv) a breach by you of any of the provisions contained in Section 8 of this Agreement or the Restrictive Covenants Agreement (as defined below); (vi) a material violation by you of any written policy of the Company Company’s written employment policies, which is not cured within thirty (30) has continued for more than 30 days after receipt by Employee from the Company of following written notice of such violationnon-performance from the Board; or (vii) your failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, (iv) Employee’s willful misconduct which is materially and demonstrably injurious after being instructed by the Company to the Company, (v) Employee’s conviction by a court of competent jurisdiction ofcooperate, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, willful destruction or failure to act, on Employee’s part shall be considered “willful” unless done, preserve documents or omitted other materials known to be done, relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Companyconnection with such investigation. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Boardd), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the Company The Board may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” Agreement, effective immediately, for Cause (as defined below) by giving notice to Employee stating with Company’s only obligations being the basis for such payment of base salary and accrued, unused vacation compensation earned through the date of termination, effective immediately upon giving together with any other amounts due Employee as a result of such notice or at such termination under any other time thereafter as agreement between Company and Employee and the Company may designatesatisfaction of Company’s obligations with respect to the Put Option (and, in the Company’s discretion, the Repurchase Option) set forth in Section 10 hereof, and without liability for severance compensation of any kind. For purposes of this Agreement, “For Cause” shall mean any of the followingmeans: (i) violation by Employee of any material term of this Agreement or the Restrictive Covenant Agreement; or (ii) Employee’s willful and continued failure to substantially perform engagement in any of the reasonably assigned duties with following forms of misconduct: commission of any felony or misdemeanor where such misdemeanor involves dishonesty or materially adversely impacts the Company; theft of Company which are consistent with Employeeproperty; use of alcohol on Company’s position and job description referred to in this Agreementpremises or appearing during business hours on such premises while intoxicated, other than in connection with a Company-sponsored social event; illegal use of any such controlled substance; illegal discriminatory or harassing behavior; or falsifying any document or willfully making any materially false or materially misleading statement relating to Employee’s employment by Company; or (iii) Employee’s failure resulting from incapacity due to physical or mental illnesscure, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee within thirty (30) calendar days after receipt by Employee of such notice to cure such failure to performfrom Company regarding, (ii) material breach of in each case under this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breachSubsection 9(f)(iii), (iii) any material violation injury to the economic or ethical welfare of any written policy of the Company which is not cured within thirty (30) days after receipt caused by Employee from the Company of written notice of such violation, (iv) Employee’s willful malfeasance, willful misconduct which is materially and demonstrably injurious or material inattention to the Company, (v) Employee’s conviction by a court of competent jurisdiction ofduties and responsibilities under this Agreement, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback material failure to comply with respect to the Company’s businessreasonable performance expectations. For purposes of this paragraphAgreement, no act, or failure to act, on Employee’s part shall will be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith by Employee intentionally and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailfaith.

Termination by Company for Cause. Subject The Company may terminate the Executive’s employment hereunder at any time for Cause. For purposes of this section of the Agreement, “Cause” shall mean: (i) the Executive’s commission of, or pleading guilty or nolo contendere to Section 3.2a crime constituting (A) a felony under the laws of the United States or any state thereof or (B) a misdemeanor involving moral turpitude, misappropriation, dishonesty, unethical business conduct, fraud, or breach of fiduciary duty, or (C) any crime in connection with the delivery of health care services; (ii) the Executive engaged in fraudulent or criminal activity (whether or not prosecuted);; (iii) the Executive’s conduct, even if not in conjunction with the Executive’s duties hereunder, which could reasonably be expected to, or which does, cause the Company economic harm or which brings the Company into public disgrace or disrepute; (vi) the Executive obtaining any personal profit not previously and thoroughly disclosed to and approved by the Board in connection with any transaction entered into by, or on behalf of, or in relation to, the Company. (e) Performance Related Reasons for Termination for Cause. In addition section (d) above, for purposes of this section of the Agreement, the Company may terminate Employeethe Executive’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for performance reasons such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingas: (i) Employeethe Executive’s willful and continued failure to substantially perform duties hereunder as reasonably directed by the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, Board (other than any such failure resulting from incapacity due to physical or mental illness), after a which is not immediately cured following written notice is delivered thereof to Employee by the Board of Directors Executive; (ii) the Executive’s gross negligence or willful misconduct with respect to the Company in the performance of the Company which specifically identifies Executive’s duties hereunder; (iii) the manner in which Employee has Executive’s violation of any of the terms of the Company’s established rules or policies (including, but not substantially performed limited to, policies concerning xxxxxxx xxxxxxx or sexual harassment, code of ethics, and business conduct) which, if curable, is not cured to the assigned duties and allowing Employee Board’s reasonable satisfaction within thirty (30) days after receipt by Employee of such written notice thereof to cure such failure to perform, the Executive; (iiiv) any other material breach of this or any other written agreement between Employee and Agreement by the Company which Executive, which, if curable, is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with thereof. With respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in items (i), (ii), ) and (iii), above, the Company will have no obligation to provide an opportunity to cure in the event the failure, violation, or breach is not reasonably susceptible to cure, and, in such event, the Company may terminate the employment for Cause with immediate effect (ivf), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2At any time during the Employment Period, the Company may terminate Employeethe Executive’s employment and all hereunder for Cause if, at a meeting of the Company’s obligations under this Agreement at any time “For Cause” Board called and held for such purpose, the Board unanimously determines in good faith that there is Cause (as defined below) by giving notice to Employee stating terminate the basis for such terminationemployment of the Executive, effective immediately upon giving such notice or at such other time thereafter as and the Company may designategives written Notice of Termination to Executive. The Date of Termination shall be specified in the Notice of Termination. For purposes of this Agreement, “For Cause” shall mean any of the followingfollowing has occurred: (i) Employee’s conduct by the Executive constituting a material act of willful gross misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates; (ii) continued, willful and continued failure to substantially perform deliberate non-performance by the reasonably assigned Executive of his duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, hereunder (other than any such failure resulting from incapacity due to by reason of the Executive’s physical or mental illness, after a incapacity or disability) which has continued for more than ninety (90) days following written notice is delivered to Employee of such non-performance from the Board or authorized executive; (iii) a breach by the Board Executive of Directors any of the Company provisions contained in Section 9 of this Agreement; (iv) a violation by the Executive of the Company’s employment policies which specifically identifies the manner in which Employee violation has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee continued following written notice of such notice to cure such violation from the Board or (v) willful failure to performcooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. For purposes of clauses (i), (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphhereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, Executive’s act or failure to act, expressly authorized by a resolution duly adopted by was in the Board best interest of Directors or based upon the written advice of counsel for the Company and its subsidiaries and affiliates. For purposes of this section, no act or failure to act on the part of the Executive shall be conclusively presumed to be considered “willful” unless it is done, or omitted to be done, by the Executive in good bad faith and or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the The Company may terminate Employee’s the -------------------------------- term of employment and all of the Company’s 's obligations hereunder, other than its obligations set forth below in this Section 4.1, for "cause". Termination by the Company for "cause" shall mean termination by action of the CEO or the Company's Board of Directors because of Executive's conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised) or willful refusal without proper cause to perform his obligations under this Agreement at or because of Executive's material breach of any time “For Cause” of the covenants provided for in Sections 2 or 9. Such termination shall be effected by written notice thereof delivered by the Company to Executive and shall be effective as of the date of such notice; provided, however, that the termination shall not be effective if -------- ------- (as defined belowi) such termination is because of Executive's willful refusal without proper cause to perform any one or more of his obligations under this Agreement or breach by giving notice to Employee stating Executive of the basis for such terminationcovenants contained herein, effective immediately upon giving and (ii) such notice is the first such notice of termination for any reason delivered by the Company to Executive hereunder, and (iii) within 15 days following the date of such notice Executive shall cease his refusal and shall use his best efforts to perform such obligations, or at if such breach is capable of cure, Executive shall use his best efforts to cure. In the event of termination by the Company for cause in accordance with the foregoing procedures, without prejudice to any other time thereafter as rights or remedies that the Company may designate. “For Cause” have at law or equity, the Company shall mean any of the following: have no further obligations to Executive other than (i) Employee’s willful and continued failure to substantially perform pay Base Salary accrued through the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board effective date of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to performtermination, (ii) material breach to pay any annual bonus pursuant to Section 3.2 to Executive in respect of this or any other written agreement between Employee and year prior to the Company year in which such termination is effective which has been awarded but has not cured within thirty (30) days after receipt by the Employee from the Company of written notice yet been paid as of such breach, termination and (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to any rights Executive has through the Company’s business. For purposes effective date of this paragraph, no act, termination pursuant to any insurance or failure to act, on Employee’s part shall be considered “willful” unless done, other benefit plans or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests arrangements of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2At any time during the Term, the Company may terminate Employeethe Executive’s employment and all hereunder for Cause if at a meeting of the Company’s obligations under this Agreement at any time Board called and held for such purpose, a majority of the Board, exclusive of the Executive, determines in good faith that the Executive is guilty of conduct that constitutes “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationherein. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmean: (i) Employee’s conduct by the Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) continued, willful and continued failure to substantially perform deliberate non-performance by the reasonably assigned Executive of his duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, hereunder (other than any such failure resulting from incapacity due to by reason of the Executive’s physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company incapacity or disability) which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) continued for more than 30 days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of following written notice of such breach, non-performance from the Board; (iiiiv) any material violation a breach by the Executive of any written policy of the Company provisions contained in Section 8 of this Agreement; (v) a violation by the Executive of the Company’s employment policies which is not cured within thirty (30) days after receipt by Employee from the Company of has continued following written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to violation from the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felonyBoard, or (vi) Employee’s commission of willful failure to cooperate with a bona fide internal investigation or an act of fraudinvestigation by regulatory or law enforcement authorities, embezzlementafter being instructed by the Company to cooperate, or misappropriation against the Company willful destruction or any breach failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of fiduciary duty others to fail to cooperate or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation to produce documents or acceptance of any unlawful bribe or kickback other materials in connection with respect to the Company’s businesssuch investigation. For purposes of this paragraphclauses (i), (iii) or (vi) hereof, no act, or failure to act, on Employeethe Executive’s part shall be considered deemed “willful” unless done, or omitted to be done, in knowing bad faith and by the Executive without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, Executive’s act or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and was in the best interests interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless Company and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called its subsidiaries and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailaffiliates.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the Exhibit 10.34 manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2During the Term, the Company may shall be entitled to terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time hereunder for “For Cause,” (as defined below) , by giving providing written notice to the Employee stating the basis for of such terminationdecision. For purposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” Cause shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with commission by the Employee of an act of malfeasance, dishonesty, fraud or breach of trust against the Company or any of its affiliates, employees, clients or vendors, resulting or intended to result in substantial gain or personal enrichment to which are consistent with Employee’s position and job description referred to in this Agreement, other than the Employee was not legally entitled (ii) the continued breach by the Employee of any such failure resulting from incapacity due to physical or mental illnessof his material obligations hereunder, after a written notice demand by the Company for correction of such breach is delivered to Employee by the Board of Directors of the Company Employee, which specifically identifies the section or sections of the Agreement which the Company asserts have been breached and the manner in which the Company asserts that the Employee has not substantially performed breached the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to performobligations referenced therein, (ii) material which breach of this or any other written agreement between Employee and the Company which is not cured by the Employee within thirty (30) days after of his receipt by of such written demand; and (iii) the Employee’s indictment, conviction of or plea of guilty or no contest to any felony or any crime involving moral turpitude. Upon termination of this Agreement for Cause, the Company shall pay the Employee any earned but unpaid Base Salary to the date of termination, and any unpaid vacation and any unreimbursed expenses otherwise payable hereunder, together with any amounts Employee is entitled to pursuant to the SERP. All such payments shall be made within 30 days of Employee’s termination of employment, except that any amounts due the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part SERP shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith payable at such times and in the best interests of manner as set forth in the CompanySERP. Notwithstanding Except for the foregoingforegoing payment amounts, Employee shall not be deemed entitled to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolutionno other compensation, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) benefits or (vi) of this Section and specifying the particulars thereof in detailpayments.

Termination by Company for Cause. Subject Notwithstanding anything to Section 3.2the contrary contained herein, the Company may immediately terminate Employee’s the employment and all of the Company’s obligations under this Agreement Employee at any time “For Cause” for Cause (as defined below) by giving upon written notice to the Employee. As used herein, the term for "Cause" shall be defined as (i) the Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean have committed any material breach of any of the following: provisions set forth herein; provided that the Employee shall have been provided written notice of such breach and shall not have cured or taken steps to cure such breach within one week after receiving such notice; or (iii) Employee’s the Employee shall have committed any act of fraud or willful and continued failure to substantially perform the reasonably assigned duties misconduct in connection with the Company which are consistent with Employee’s position and job description referred performance of his duties or obligations hereunder, or shall have been convicted of any felony under the laws of the United States or any of its subdivisions (or pleaded guilty or nolo contendre to in this Agreement, other than any such failure resulting from incapacity due crime) or any other crime that relates to physical the Employee's services to, or mental illnessemployment by, after a written notice is delivered the Company; or (iii) the Employee shall have committed any material act of misfeasance, malfeasance, nonfeasance, disloyalty, dishonesty or breach of trust to the detriment of the Company; or (iv) the Employee by shall have willfully failed to follow the direction of his superiors or the Board of Directors of the Company which specifically identifies to the manner in which detriment of the Company; provided that such direction did not require that the Employee has not substantially performed violate any statute, rule or regulation applicable to the assigned duties and allowing Employee; provided further that the Employee thirty (30) days after receipt by Employee shall have been provided with written notice of such notice failure and shall not have cured or taken steps to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days such one week period after receipt by the Employee from the Company of written notice of receiving such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailnotice.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate this Agreement and Employee’s employment and all for Cause immediately upon written notice to Employee. For purposes of the Company’s obligations under this Agreement at any time Agreement, “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the followingmeans: (ia) willful breach of Employee’s duties to Company or willful breach of this Agreement; (b) Employee’s conviction of any felony or any crime involving fraud, dishonesty, or moral turpitude; (c) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to participation in this Agreement, other than any such failure resulting from incapacity due to physical fraud against or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the affecting Company or any breach of fiduciary duty subsidiary, affiliate, customer, supplier, client, agent, or breach of the duty of loyalty, employee thereof; or (d) any other act that Company reasonably determines constitutes gross or willful misconduct materially detrimental to Company including, but not limited to, unethical practices, dishonesty, disloyalty, or any other acts materially harmful to Company; provided, however that a for Cause termination pursuant to clause (a), if susceptible of cure, which determination is in the offersole discretion of Company to make, paymentshall not become effective unless Employee fails to cure such failure to perform or breach within 30 days after his receipt of written notice from Company, solicitation such notice to describe such failure to perform or acceptance of any unlawful bribe breach and identity what reasonable actions shall be required to cure such failure to perform or kickback with respect to the Company’s businessbreach. For purposes of this paragraphSection 3.1.4, no act, or failure to act, on Employee’s part shall be considered “dishonest” or “willful” unless done, or omitted to be done, by Employee in knowing bad faith and without reasonable belief that the his action or omission was in, in or not opposed to, the best interests interest of the Company. Any act, or failure to act, expressly authorized by 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 Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company. Notwithstanding Furthermore, the foregoing, Employee term “Cause” shall not be deemed include ordinary negligence or failure to have been terminated For Cause unless and until there shall have been delivered act, whether due to an error in judgment or otherwise, if Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that has exercised substantial efforts in the good faith opinion of to perform the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) duties reasonably assigned or (vi) of this Section and specifying the particulars thereof in detailappropriate to his position.

Termination by Company for Cause. Subject Notwithstanding anything to Section 3.2the contrary contained herein and subject to applicable law, the Company may terminate Employee’s the Executive's employment and all with immediate effect if the Board of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” Directors shall mean determine in good faith that any of the followingfollowing has occurred: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical acts or mental illness, after a written notice is delivered to Employee omissions by the Board of Directors of the Company Executive which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) constitute material breach of this misconduct or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material a knowing violation of any a material written policy of the Company which is not cured within thirty or any of its subsidiaries (30provided Executive has been provided with a copy of such material written policy), (ii) days after receipt by Employee the Executive or any affiliated or related person or entity receiving a benefit in money, property or services from the Company or any of written notice its subsidiaries or from another person dealing with the Company or any of such violationits subsidiaries, in material violation of applicable law or Company policy, (iviii) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlementconversion, misappropriation, or misappropriation against embezzlement by the Executive or his conviction of, or entering a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof, (iv) a material breach by the Executive of any provision of Section 8 hereof, (v) the Executive's failure or refusal (whether intentional, reckless or negligent) to perform his duties under this Agreement or (vi) any other breach by the Executive of this Agreement in any material respect. In no event shall the Executive's termination by the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, to have been for cause if such termination took place as a result of (1) the Executive's bad judgment or omitted to be done, in knowing bad faith and without reasonable belief that the action negligence or (2) any act or omission without intent of gaining a profit to which the Executive was not legally entitled or (3) any act or omission believed by the Executive in good faith to have been in, or not opposed to, the best interests of the Company. Any actIf Executive is terminated for cause, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company he shall be conclusively presumed entitled to the compensation and other benefits set forth in Section 3) through the last date of Executive's employment. Upon payment of all obligations under this Agreement that are then outstanding, this Agreement shall terminate. Notice of such termination shall be donegiven to Executive in writing, or omitted to be done, in good faith and in specifying the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held reasons for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailtermination.

Termination by Company for Cause. Subject In addition to Section 3.2termination pursuant to Paragraph 5, the Company may discharge the Employee and thereby terminate Employee’s his employment and all of the Company’s obligations under this Agreement hereunder at any time “for "cause." For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationpurposes of this Agreement, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” "cause" shall mean any of the followingmean: (i) Employee’s willful and continued wilful or deliberate failure by Employee to substantially perform the reasonably assigned his duties with to the Company which are consistent with or its affiliates; (ii) grossly incompetent performance of Employee’s position and job description referred 's duties to the Company or its affiliates; (iii) dishonesty in this Agreementthe performance of Employee's duties of a material nature adversely affecting the Company; (iv) an act or acts on Employee's part resulting in: (1) conviction of a felony or a plea of guilty or no contest to any felony or (2) any formal finding by a judicial regulatory or self-regulatory body that Employee has engaged in conduct involving, other than or have entered into a consent decree as a result of allegations involving, any such failure resulting from incapacity due violation of the securities or commodities laws of the United States, or any state thereof (or, if located abroad, any foreign jurisdiction) or any regulation promulgated thereunder; (v) Employee intentionally engaged in conduct materially injurious to physical the Company or mental illnessits affiliates, after a written notice is delivered including, but not limited to breaches of trust; or (vi) any intentional, willful or reckless misappropriation or misuse by Employee by the Board of Directors any confidential or proprietary information of the Company which specifically identifies or its affiliates for his personal gain or that of others; (vii) misappropriation of corporate funds materially and adversely affecting the manner in which Employee has not substantially performed financial condition of the assigned duties and allowing Employee thirty Company; or (30viii) days after receipt by Employee of such notice to cure such failure to perform, (ii) material the Employee's breach of the terms set forth in this or Agreement in any other written agreement between Employee and the Company which respect, but only if such breach is not cured within thirty (30) days after receipt prior written notice thereof is given to Employee by Company in the manner prescribed by Paragraph 13 below. In the event that the Company shall terminate the Employee from pursuant to this Paragraph 6(a), the Company of written notice of such breachshall have no further obligation or liability under this Agreement, except that within ten (iii) any material violation of any written policy of the Company which is not cured within thirty (3010) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for discharge the Company shall be conclusively presumed pay to be doneEmployee the portion, or omitted to be doneif any, in good faith and in the best interests of the Company. Notwithstanding the foregoingEmployee's Current Salary, Employee shall not be deemed to have been terminated For Cause unless Bonus and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting fringe benefits which remain unpaid as of the Board called and held for such purpose date of termination. (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Boardb), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

Termination by Company for Cause. Subject to Section 3.2, the Company may terminate EmployeeExecutive’s employment and all of the Company’s obligations under this Agreement at any time “For during the Term for Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving written notice to Executive of such notice or at such other time thereafter as the Company may designatetermination. For purposes of this Section 5.1, “For Cause” shall mean any a good faith finding by the Board of the following: (i) Employeea willful failure or refusal on Executive’s willful and continued failure part to substantially perform Executive’s duties under this Agreement or to carry out the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors lawful directions of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, Board; (ii) gross misconduct, willful dishonesty, theft, embezzlement or fraud on Executive’s part against Company or its subsidiaries or affiliates or in connection with Executive’s employment having the effect of materially injuring the business of the Company; (iii) conviction of or plea of nolo contendere to a felony involving moral turpitude, fraud, theft, or dishonesty; (iv) breach of any non-competition, confidentiality or non-solicitation agreement with Company or any subsidiary or affiliate thereof; or (iv) material breach of any provision of this or any other written agreement between Employee Agreement by Executive and the Company which is not cured failure to cure such breach within thirty (30) days after the receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee breach from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraphSection, no act, or failure to act, on Employee’s the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in knowing bad faith and or without reasonable belief that the Executive’s action or omission was in, or not opposed to, in the best interests of the Company. Any act, or failure to act, expressly authorized by 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 Company (or any act which the Executive omits to do because of the Executive’s reasonable belief that such act would violate law or the Company’s standards of ethical conduct in its corporate policies) 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. Notwithstanding The termination of employment of the foregoing, Employee Executive shall not be deemed to have been terminated For be for Cause unless and until (A) within a reasonable period of time prior to the Board meeting at which the Board will determine whether Cause exists, the Executive is provided written notice of such meeting and, unless prohibited by law, a reasonable opportunity to review prior to such meeting all information to be presented to the Board with respect to whether Cause exists, (B) the Executive is afforded the opportunity, together with counsel for the Executive, to be heard before the Board, (C) there shall have been delivered to Employee the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employeefinding that, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee Board, the Executive committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section that constitutes Cause and specifying the particulars thereof in detail, and (D) if the conduct or act alleged to provide grounds for the Executive’s termination for Cause is curable in the discretion of the Board, the Executive has not cured such conduct within thirty (30) days from the date of receiving a copy of the resolution adopted by the Board.

Termination by Company for Cause. Subject In addition to Section 3.2, any other remedies which the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement have at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such terminationlaw or in equity, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors may upon the affirmative vote of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt no less than a majority of its members, terminate Executive's employment under this Agreement by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of giving Executive written notice of such breachtermination upon or at any time following the occurrence of any of the following events, and each such termination shall constitute a termination for "cause," provided, however, that Executive has first been given written notice of the facts or circumstances constituting the determination of "cause" and a reasonable opportunity (iiiin no event less than fifteen (15) days) to cure, rectify or reverse such facts or circumstances and Executive shall have failed to do so: (a) any act or failure to act (or series or combination thereof) by Executive done with the intent to harm in any material violation of any written policy respect the interests of the Company or any affiliate thereof taken as a whole; (b) the commission by Executive of a felony for which he is not cured within thirty convicted by a court of competent jurisdiction; (30c) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction finding by a court of competent jurisdiction of, that Executive perpetrated a dishonest act or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation common law fraud against the Company or any breach of fiduciary duty affiliate thereof; or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, (d) a grossly negligent act or failure to act, on Employee’s part shall be considered “willful” unless done, act (or omitted series or combination thereof) by Executive detrimental to be done, in knowing bad faith and without reasonable belief that a material extent to the action or omission was in, or not opposed to, the best interests of the LLC and/or the Company and any affiliate or subsidiary taken as a whole; or (e) the continued refusal to follow the directives of the Board or the Company. Any act's Chief Executive Officer which are consistent with Executive's duties, or responsibilities and covenants hereunder unless the failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or follow such directives were either: (i) based upon the written advice of counsel for counsel; or (ii) based upon the Company shall be conclusively presumed to be done, or omitted to be done, Executive's judgment in good faith and that such directives would not be in the best interests of the CompanyCompany or its members; or (f) the failure of the LLC to achieve the following levels of economic performance of annualized EBITDA calculated on an annualized basis by multiplying (i) the EBITDA for the three months immediately preceding the date of calculation by (ii) 4, at the dates listed below: Time Period Annualized EBITDA ----------- ----------------- 12/31/98 break-even ($0) 6/30/99 $500,000 12/31/99 $1,000,000 6/30/2000 $1,500,000 12/31/2000 and thereafter $2,000,000 Upon the early termination of Executive's employment under this Agreement by the Company for "cause," the Company shall pay to Executive: (i) an amount equal to Executive's Base Salary accrued through the effective date of termination at the rate in effect at the time of termination, payable at the time such payment is due; and (ii) any expense reimbursement amounts accrued to the effective date of termination, payable on the effective date of termination. Notwithstanding Upon payment of such amounts, the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there Company shall have been delivered no further obligation to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of Executive under this Section and specifying the particulars thereof in detailAgreement.

Termination by Company for Cause. Subject to Section 3.2In the event that Company terminates Executive’s employment for Cause, as defined below, all of Company’s duties and obligations under this Agreement shall cease as of the last day of Executive’s employment, and Company may terminate Employeeshall pay Executive only Executive’s base salary earned through the last day of Executive’s employment and all amounts and benefits earned or incurred pursuant to Section 2.3 through the last day of Executive’s employment. For the purposes of this Agreement, termination shall be for “Cause” if: (i) Executive refuses or fails to act in accordance with any lawful order or instruction of the Chief Executive Officer or Board of Directors, and such refusal or failure to act has not been cured within five (5) days following Executive’s receipt of written notice from the Chief Executive Officer or Board of Directors, as applicable, of such failure; (ii) Executive fails to devote reasonable attention and time to the business affairs of Company’s obligations under this Agreement at ; (iii) Executive is determined by the Chief Executive Officer or Board of Directors to have been (A) unfit for service (e.g., denied any time “For Cause” license, permit or qualification required by, or found unsuitable by, any gaming regulator or other governmental authority), (B) unavailable for service (other than as a result of an Incapacity (as defined below), or (C) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties grossly negligent in connection with the Company which are consistent with Employeeperformance of Executive’s position and job description referred to in this AgreementDuties; provided, other than any however, that such failure resulting from incapacity due to physical unfitness, unavailability, or mental illnessgross negligence, after a as applicable, shall not have been cured within five (5) days following Executive’s receipt of written notice thereof from the Chief Executive Officer or Board of Directors; (iv) Executive is delivered to Employee determined by the Chief Executive Officer or Board of Directors to have committed a material act of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this dishonesty or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious or to have acted in bad faith to the Company, material detriment of Company in connection with the performance of Executive’s Duties; (v) Employee’s conviction by Executive is convicted of a court felony or other crime involving dishonesty, breach of competent jurisdiction oftrust, moral turpitude, or his pleading guilty or nolo contendere to, physical harm to any felony, person; or (vi) Employee’s commission of an act of fraudExecutive materially breaches any agreement with Company; provided, embezzlementhowever, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action material breach shall not have been cured within five (5) days following Executive’s receipt of written notice thereof from the Chief Executive Officer or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detailDirectors.