Common use of Termination by Employer for Cause Clause in Contracts

Termination by Employer for Cause. Employer may, at it's option, terminate Executive's employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to (i) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, 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 or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) 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) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, 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 this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 such breach.

Termination by Employer for Cause. Employer may, at it's option, shall have the right to terminate ExecutiveEmployee's employment hereunder for cause immediately without prior notice to Employee. The term "Causecause" upon giving shall mean (i) any failure by Employee to perform any of the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such termination to Executive. As used breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this AgreementAgreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, the term "Cause" shall include but not necessarily be limited to (i) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold no such notice from the Employer shall be required); or the Executive up to public ridicule; (iii) fraud on misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of any funds or property involving assets of the Employer, its customers, suppliers, or any affiliate, customer of their affiliates; or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or breach the reputation of fiduciary duty which involves personal profitEmployer; or (vi) gross incompetence in the performance willful and repeated breach or habitual neglect by Employee of the Executive's his material duties under this AgreementAgreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); or (vii) willful misconduct in connection with the Executive's duties Employee making disparaging statements to third parties or willful failure to perform the Executive's responsibilities in the best interests other employees of Employer about the Employer; (vii) habitual absenteeism , its parent, affiliates or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs subsidiaries 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) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, 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 this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive their business after Employee has received 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive from Employer identifying such disparaging statements and the Employer on a going-forward basis or involve commission of an act, requesting that Employee cease making 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 such breachstatements.

Termination by Employer for Cause. Employer may, may terminate Employee’s employment hereunder for Cause (as defined below) at it's option, terminate Executive's any time. If Employer terminates Employee’s employment for "Cause" upon giving written notice , Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of such the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to Executivethe date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. As used in For purposes of this AgreementSection 16, the term "Cause" shall include but not necessarily be limited Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (ib) conviction ofmisconduct, insubordination, or plea of nolo contendere toinattention to Employer’s business, a felony or a crime involving moral turpitude; (iic) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, 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 or willful failure to perform the Executive's responsibilities in the best interests duties required of the Employer; (vii) habitual absenteeism or inattention Employee up to the Executive's duties; (ix) chronic use of alcoholstandards established by the Board, drugs or other similar substances material breach of this Agreement (other than pursuant as a result of a Disability), or (d) failure or inability to medical prescriptions and under doctors' supervision satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; Cause (x) violation of any Employee shall be given written notice that Employer ruleintends to terminate Employee’s employment for Cause, regulation, procedure or policy which has, or may notice shall reasonably be expected to have, a material adverse effect on specify the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by which are the 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 workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive basis for the benefit decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (including, without limitation, 5) calendar days of receipt of such provisions within this Agreement) or notice of any material Employer policy, all as determined by Employee’s intention to cure such conduct. If the Board of Directorsdetermines that Employee has not cured, which determination will be conclusive. Notwithstanding anything on or prior to the contraryexpiration of such thirty (30) day period, employment may not Employee shall be terminated for Cause in at the event that expiration of such thirty (30) day period. Notwithstanding the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein foregoing, if Employee receives more than two (2) notices relating to the contrary notwithstandingsame or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the Employer same or similar conduct, Employee shall give no longer have the Executive written notice prior opportunity to terminating cure and the Executive's termination of employment for Cause under any circumstance in which shall be effective upon the conduct constituting Cause receipt of such notice. If Employee is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 member of the breach is such that the breach is reasonably open to cureBoard, then the Executive shall have fourteen (14) days Employee hereby recuses himself from the giving deliberations and vote of the Board regarding such notice within which to cure such breachsubject matter.

Termination by Employer for Cause. The Employer mayshall have the right to terminate this Agreement and the Executive’s employment with the Employer immediately for cause (“Cause”) (as defined below) at any time if, at it's option, terminate Executive's employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreementduring the Term, the term "Cause" shall include but not necessarily be limited to Executive: (i) conviction of, or plea has materially breached the terms of nolo contendere to, a felony or a crime involving moral turpitudethis Agreement; (ii) engagement in conduct which has violates any of the effect covenants of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridiculeArticles III and IV of this Agreement; (iii) fraud on exhibits repeated willful, reckless, intentional, grossly negligent or misappropriation of any funds wanton failure or property refusal to perform his Executive Duties and Responsibilities in furtherance of the Employer, ’s business interest or in accordance with this Agreement (which shall be cause for termination if Employer provides Executive notice of such failure or refusal more than one time in any affiliate, customer or vendor12 month period); (iv) willful violation commits an intentional tort against the Employer, which materially adversely affects the business or reputation of any law, rule or regulation (other than minor traffic violations or similar offenses)the Employer; (v) personal dishonestycommits any act of fraud, willful misconductdishonesty or disloyalty or any act involving gross moral turpitude, which adversely affects the business or breach reputation of fiduciary duty which involves personal profitthe Employer; (vi) gross incompetence has engaged in violations of federal or state securities laws, or has caused the Employer to engage in violations of federal or state securities laws; (vii) has been charged with criminal conduct under any federal or state laws against the Employer, which in the performance good-faith discretion of Employer’s Board, could have the effect of materially adversely affecting the business or reputation of the Employer or Executive's duties ’s ability to execute and perform his Executive Duties and Responsibilities under this Agreement; (viiviii) willful misconduct in connection with has been the Executive's duties subject of a final non-appealable conviction of or willful failure a plea of guilty or nolo contendere by the Executive to perform a felony or misdemeanor involving fraud, embezzlement, theft, or dishonesty, moral turpitude or other criminal conduct against the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism Employer or inattention to the Executive's dutiesotherwise; (ix) chronic exhibits immoderate use of alcoholalcohol or drugs that, drugs in the discretion of the Board, impairs, or other similar substances (other than pursuant is likely to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects impair, the Executive's work performance’s ability to perform his duties hereunder; or (x) violation has become subject to any of any Employer rulethe “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), regulation(each and all of the foregoing clauses (i) through (x) constituting reasons for termination for “Cause”), procedure or policy which hasprovided that unsatisfactory business performance of the Employer, or may mere inefficiency, or good faith errors in judgment or discretion by the Executive shall not constitute grounds for termination for Cause hereunder. Notwithstanding the foregoing, this Agreement and the Executive’s employment with the Employer shall not be deemed to have been terminated for Cause, without at least fifteen (15) calendar days’ prior written notice to the Executive setting forth the reason(s) for the Employer’s intention to terminate for Cause. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to havebe cured, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, 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 this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 fifteen (1415) calendar days from the giving delivery of such written notice by the Employer within which to cure such breachany acts constituting Cause.

Termination by Employer for Cause. Employer may, may terminate Employee’s employment at it's option, terminate Executive's employment any time for "Cause" upon giving written notice . For purposes of such termination to Executive. As used in this Agreement, the term "“Cause" shall include ” includes, but is not necessarily be limited to to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within five (5) business days after being notified in writing by Employer of such breach); (ii) Employee’s failure to competently perform his material assigned duties as reasonably determined by Employer; (iii) Employee engaging in or causing an act that has a material adverse impact on the reputation, business, business relationships or financial condition of Employer; (iv) the conviction of, of or plea of guilty or nolo contendere to, contendre by Employee to a felony or a any crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal Employee’s gross misconduct, dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profitfraud; or (vi) gross incompetence in the performance Employee’s willful refusal to perform specific directives of the Executive's duties under this Agreement; (vii) willful misconduct in connection President and CEO, or his authorized designee, which are consistent with the Executive's scope, ethics and nature of Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, “Cause” shall not include a situation whereby Employer asks Employee to be based at any office or willful failure location or to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention relocate to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (any location other than pursuant within 35 miles of Employee’s then current location and Employee declines to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any do so. Termination by Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause hereunder shall not abrogate the rights and remedies of Employer in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 respect of the breach is or wrongful act giving rise to such that termination. In the breach is reasonably open event of termination by Employer for Cause, Employee shall receive any and all accrued but unpaid base salary compensation (and accrued PTO, as applicable) due to cure, then Employee as of the Executive shall have fourteen (14) days from the giving of such notice within which to cure such breachTermination Date.

Termination by Employer for Cause. Employer may, at it's option, may terminate Executive's the employment of Employee for "Cause" upon giving cause by written notice to Employee stating the specifics of such the cause for termination. The causes for termination to Executive. As used in this Agreementinclude: a conviction of a felony, the term "Cause" shall include but not necessarily be limited to (i) conviction of, or plea of nolo contendere to, a felony or a crime any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (ii) engagement in conduct which has the effect commission of bringing disrepute to the Employer's reputation any act of theft, fraud, dishonesty or hold the falsification of any employment or business records of Employer or the Executive up to public ridiculeany of its affiliates; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, 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 Executiveperformance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by his in demonstrable good faith and with the Executive's responsibilities reasonable belief that his act or omission was in the best interests interest of the Employer; (vii) habitual absenteeism Employer or inattention to the Executive's duties; (ix) chronic use any of alcohol, drugs its affiliates or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment an express policy of legitimate illnesses Employer at the time of such act or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusiveomission. Notwithstanding anything to the contrary, employment may not be terminated for Cause in In the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein Employer wishes to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 investigate any alleged breach misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the conduct required to cure such breach. If, and only if, the nature of the breach investigation 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 such breachcarried out.

Termination by Employer for Cause. Employer may, at it's its option, terminate Executive's this Agreement and Employee’s employment hereunder for "Cause" Cause (as defined herein) upon giving written notice of termination to Employee (following the expiration of the applicable cure period, if any) which notice specifies that Employer deems such termination to Executivebe for “Cause” hereunder and specifies in reasonable detail the grounds for such “Cause.” Employee’s employment shall terminate on the date on which such notice shall be given. As used in this AgreementFor purposes hereof, the term "“Cause" ” shall include but not necessarily be limited to mean Employee’s (i) conviction of, guilty plea to or plea confession of nolo contendere toguilt of a felony, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation willful misconduct or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence negligence in the performance of services hereunder which is materially and demonstrably injurious (monetarily or otherwise) to the Executive's duties under this Agreement; business, prospects, or operations of Employer or any controlled affiliate of Employer which, if curable, remains uncured (viito the reasonable satisfaction of the CEO) for thirty (30) days after Employer provides written notice thereof to Employee, (iii) after a written warning and a 30-day opportunity to cure such violation, continued willful misconduct material violation by Employee of Employer’s written policies or procedures as uniformly applicable to all executive employees of Employer and as in connection with the Executive's duties or effect from time to time, (iv) after a written warning and a 30-day opportunity to cure such non-performance and breach, continued willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs Employee’s material duties hereunder 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) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer this Agreement (including, without limitation, such provisions within this Agreement) or a breach of any material of Employee’s obligations under Article V hereof); provided, however, that in the case of Employee’s commission of any act described in clauses (iii) and/or (iv) above which is or are not capable of cure, Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may shall not be terminated for Cause required to give such 30-day opportunity to cure same prior to any termination therefor; and provided further, however, that in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 have previously given such 30-day opportunity to cure a specific act of Employee described in clauses (iii) or (iv) above during the immediately preceding one (1) year, Employer shall not again be required to give such 30-day cure period for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an any second specific act which may constitute illegal harassment under laws governing is the workplace, which can't be undonesame act so committed by Employee as described in such clause (iii) or (iv), 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 such breachrespectively.

Termination by Employer for Cause. Employer may, at it's option, may terminate Executive's ’s employment hereunder for “Cause” (as defined below) at any time. If Employer terminates Executive’s employment for "Cause" upon giving written notice , Executive shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of such termination of employment other than unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), unpaid business expense reimbursement pursuant to Section 6, and any unused vacation pay through the date of termination, to the extent theretofore unpaid. For purposes of this Section 14, Cause is defined as: (a) any material breach by Executive of any of Executive. As used ’s material obligations contained in this AgreementAgreement (other than any such failure resulting from any medically determined physical or mental impairment); (b) Executive’s engaging in illegal conduct or gross misconduct which is injurious to the Employer; (c) a material breach of Executive’s fiduciary duties of loyalty or care to the Employer, the term "Cause" shall include but not necessarily be limited to or Employer’s code of ethics or anti harassment/discrimination/retaliation policies; (id) conviction of, or plea of nolo contendere toto a felony, a felony or a crime involving moral turpitude; (iie) engagement circumstances set forth in conduct Section 9 above. Notwithstanding the foregoing, prior to terminating Executive’s employment hereunder for Cause pursuant to Section 14(a) or (b), and except with respect to an uncurable breach pursuant to subsection (e) above, Executive shall be given thirty (30) days prior written notice that Employer intends to terminate Executive’s employment for Cause during which has the effect of bringing disrepute time Executive must demonstrate to the Employer's reputation satisfaction of Employer that Executive either has cured his defective performance or hold the has a specific and detailed plan for such cure. If Employer determines that Executive has not cured or the Executive up has failed to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, 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 or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention present a thorough plan for cure prior to the Executive's duties; expiration of such thirty (ix30) chronic use of alcoholday period, 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) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not shall be terminated for Cause in at the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 expiration of such notice within which to cure such breachthirty (30) day period.

Termination by Employer for Cause. Employer may, may terminate Employee’s employment hereunder for Cause (as defined below) at it's option, terminate Executive's any time. If Employer terminates Employee’s employment for "Cause" upon giving written notice , Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of such the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to Executivethe date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 6, and (3) benefits provided pursuant to Section 5, subject to the terms and conditions applicable thereto. As used in For purposes of this AgreementSection 15, the term "Cause" shall include but not necessarily be limited Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (ib) conviction ofmisconduct, insubordination, or plea of nolo contendere toinattention to Employer’s business, a felony or a crime involving moral turpitude; (iic) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, 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 or willful failure to perform the Executive's responsibilities in the best interests duties required of the Employer; (vii) habitual absenteeism or inattention Employee up to the Executive's duties; (ix) chronic use of alcoholstandards established by the Board, drugs or other similar substances material breach of this Agreement (other than pursuant as a result of a Disability), or (d) failure or inability to medical prescriptions and under doctors' supervision satisfy the requirements stated in Section 11 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; Cause (x) violation of any Employee shall be given written notice that Employer ruleintends to terminate Employee’s employment for Cause, regulation, procedure or policy which has, or may notice shall reasonably be expected to have, a material adverse effect on specify the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by which are the 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 workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive basis for the benefit decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (including, without limitation, 5) calendar days of receipt of such provisions within this Agreement) or notice of any material Employer policy, all as determined by Employee’s intention to cure such conduct. If the Board of Directorsdetermines that Employee has not cured, which determination will be conclusive. Notwithstanding anything on or prior to the contraryexpiration of such thirty (30) day period, employment may not Employee shall be terminated for Cause in at the event that expiration of such thirty (30) day period. Notwithstanding the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein foregoing, if Employee receives more than two (2) notices relating to the contrary notwithstandingsame or similar conduct pursuant to this Section 15, or if such notices are sent within forty (40) days of one another and relate to the Employer same or similar conduct, Employee shall give no longer have the Executive written notice prior opportunity to terminating cure and the Executive's termination of employment for Cause under any circumstance in which shall be effective upon the conduct constituting Cause receipt of such notice. If Employee is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 member of the breach is such that the breach is reasonably open to cureBoard, then the Executive shall have fourteen (14) days Employee hereby recuses himself from the giving deliberations and vote of the Board regarding such notice within which to cure such breachsubject matter.

Termination by Employer for Cause. Employer may, at it's option, may terminate ExecutiveEmployee's employment at any time for Cause. For purposes of this Agreement, "Cause" upon giving written notice includes, but is not limited to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within ten (10) business days after being notified in writing by Employer of such termination breach); (ii) Employee's willful failure to Executiveperform his material assigned duties without an excuse that is reasonably acceptable to Employer; (iii) Employee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Employer; (iv) the conviction of or plea of guilty or nolo contendre by Employee to a felony or any crime involving moral turpitude, fraud or misrepresentation; (v) misappropriation or embezzlement by Employee of funds or assets of Employer; or (vi) Employee's willful refusal to perform specific directives of the President and CEO which are consistent with the scope, ethics and nature of Employee's duties and responsibilities hereunder. As used in this AgreementNotwithstanding the foregoing, the term "Cause" shall not include but not necessarily a situation whereby Employer asks Employee to be limited based at any office or location or to (i) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute relocate to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (location other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach within 20 miles of fiduciary duty which involves personal profit; (vi) gross incompetence in the performance of the ExecutiveEmployee's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure then current location and Employee declines to perform the Executive's responsibilities in the best interests of the Employer; (vii) 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) violation of any do so. Termination by Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause hereunder shall not abrogate the rights and remedies of Employer in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 respect of the breach is or wrongful act giving rise to such that termination. In the breach is reasonably open event of termination by Employer for Cause, Employee shall receive any and all accrued but unpaid base salary compensation (including accrued paid time off, as applicable) due to cure, then Employee as of the Executive shall have fourteen (14) days from the giving of such notice within which to cure such breachTermination Date.

Termination by Employer for Cause. Employer may, at it's its option, terminate Executive's this Agreement and Employee’s employment hereunder for "Cause" Cause (as defined herein) upon giving written notice of termination to Employee (following the expiration of the applicable cure period, if any) which notice specifies that Employer deems such termination to Executivebe for “Cause” hereunder and specifies in reasonable detail the grounds for such “Cause.” Employee’s employment shall terminate on the date on which such notice shall be given. As used in this AgreementFor purposes hereof, the term "“Cause" ” shall include but not necessarily be limited to mean Employee’s (i) conviction of, guilty plea to or plea confession of nolo contendere toguilt of a felony, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation willful misconduct or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence negligence in the performance of services hereunder, or willful act or omission constituting dishonesty, fraud or other malfeasance, whether occurring before or during employment with Employer, which in any such case which is materially injurious (monetarily or otherwise) to the Executive's duties under this Agreement; business, prospects, or operations of Employer or any controlled affiliate of Employer and which, if curable, remains uncured (viito the reasonable satisfaction of the CEO) for thirty (30) days after Employer provides written notice thereof to Employee, (iii) after a written warning and a 30-day opportunity to cure such violation, continued willful misconduct material violation by Employee of Employer’s written policies or procedures as uniformly applicable to all executive employees of Employer and as in connection with the Executive's duties effect from time to time, or (iv) after a written warning and a 30-day opportunity to cure such non-performance and breach, continued willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs Employee’s material duties hereunder 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) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer this Agreement (including, without limitation, such provisions within this Agreement) or a breach of any material of Employee’s obligations under Article V hereof); provided, however, that in the case of any act or omission described in clauses (ii), (iii) and/or (iv) above which is or are not capable of cure, Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may shall not be terminated for Cause required to give such 30-day opportunity to cure same prior to any termination therefor; and provided further, however, that in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 have previously given such 30-day opportunity to cure a specific act of Employee described in clauses (ii), (iii) or (iv) above during the immediately preceding one (1) year, Employer shall not again be required to give such 30-day cure period for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an any second specific act which may constitute illegal harassment under laws governing is the workplace, which can't be undonesame act so committed by Employee as described in such clause (ii), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If(iii) or (iv), 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 such breachrespectively.

Termination by Employer for Cause. At any time during the Period of Employment, Employer may, at it's option, may terminate Executive's ’s employment hereunder for "Cause if such termination is approved by not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose. For purposes of this Agreement “Cause" upon giving ” shall mean any of the following: (i) the willful and continued failure of the Executive substantially to perform the Executive’s duties under this Agreement (other than as a result of physical or mental illness or injury), after the Board delivers to the Executive a written demand for substantial performance and such nonperformance has continued for more than thirty (30) days following written notice of nonperformance from the Board that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties (provided, however, that Executive shall not be deemed to be in nonperformance if within such termination 30-day time period following receipt by Executive of such notice he has taken steps reasonably calculated to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to (i) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpituderesolve such nonperformance); (ii) engagement willful misconduct or gross misconduct by the Executive, that has resulted in conduct which has the effect of bringing disrepute material injury to the financial interests of or reputation of Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation a violation of any funds or property policies and procedures of Employer which in the reasonable discretion of the Employer, any affiliate, customer or vendorBoard is grounds for termination of employment; (iv) willful violation a material breach by Executive of any law, rule or regulation (other than minor traffic violations or similar offenses)the covenants contained in Paragraph 5 of this Agreement; (v) personal any act or omission by Executive which, if convicted by a court of law, would constitute a felony; or involves disloyalty, dishonesty, willful misconductor insubordination in Executive’s relations with Employer, the Board, other employees, or breach any of fiduciary duty Employer’s customers; (v) any act or omission which involves personal profitis an intentional violation of the written policies of Employer; (vi) gross incompetence any act or omission which results in the performance a breach of the Executive's duties under any term or condition of this Agreement; or (viiviii) willful misconduct in connection with the Executive's duties any act or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) 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) omission which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, has a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines ’s reputation, business affairs or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, 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 this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 such breachgoodwill.

Termination by Employer for Cause. Employer may, at it's option, may terminate Executive's the employment of Employee for "Cause" upon giving cause by written notice to Employee stating the specifics of such the cause for termination. The causes for termination to Executive. As used in this Agreementinclude: a conviction of a felony, the term "Cause" shall include but not necessarily be limited to (i) conviction of, or plea of nolo contendere to, a felony or a crime any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (ii) engagement in conduct which has the effect commission of bringing disrepute to the Employer's reputation any act of theft, fraud, dishonesty or hold the falsification of any employment or business records of Employer or the Executive up to public ridiculeany of its affiliates; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, 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 Executiveperformance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the Executive's responsibilities reasonable belief that his act or omission was in the best interests interest of the Employer; (vii) habitual absenteeism Employer or inattention to the Executive's duties; (ix) chronic use any of alcohol, drugs its affiliates or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment an express policy of legitimate illnesses Employer at the time of such act or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusiveomission. Notwithstanding anything to the contrary, employment may not be terminated for Cause in In the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein Employer wishes to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 investigate any alleged breach misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the conduct required to cure such breach. If, and only if, the nature of the breach investigation 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 such breachcarried out.

Termination by Employer for Cause. Employer may, at it's its option, terminate this Agreement and Executive's ’s employment hereunder for "Cause" Cause (as defined below) upon giving written notice of such termination to Executive. As used in this Agreement, “Cause” shall mean that the term "Cause" shall include but not necessarily be limited to Board in its good faith opinion concludes that any of the following events has occurred: (i) conviction ofthe continued and willful failure of Executive to perform substantially Executive’s material duties to Employer (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by Employer which specifically identifies the manner in which Employer believes that Executive has not substantially performed Executive’s material duties and a reasonable time for such substantial performance has elapsed since delivery of such demand; (ii) Executive has been convicted of or plea of pleaded nolo contendere to, (a) a felony or a (b) another crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation dishonesty or hold the Employer or the Executive up to public ridiculetheft; (iii) fraud on there has been a material breach by Executive of Executive’s material obligations under this Agreement or misappropriation of any funds the Covenants Agreement (as defined in Section 5.03 below) that substantially impairs Employer’s interest in this Agreement or property of the EmployerCovenants Agreement; provided, any affiliatehowever, customer or vendorif such breach is subject to cure, then such breach shall not constitute “Cause” unless Executive has not substantially cured such breach within a reasonable period after written notice from Employer (which specifically describes such breach) is received by Executive; (iv) Executive’s material and willful violation failure to comply with a material policy of any lawEmployer; provided, rule however, if such failure to comply is subject to cure, then such failure to comply shall not constitute “Cause” unless Executive has not substantially cured such breach within a reasonable period after written notice from Employer (which specifically describes such failure to comply) is received by Executive; or regulation (other than minor traffic violations or similar offenses); (v) personal dishonestyExecutive has committed acts that in the judgment of the Board constitute gross misconduct or gross negligence to the material detriment of Employer. For purposes of the definition of “Cause,” no act or failure to act, willful misconducton the part of Executive, shall be considered “willful” unless it is done, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence omitted to be done, by Executive in the performance of the bad faith or without reasonable belief that Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties ’s action or willful failure to perform the Executive's responsibilities omission was in the best interests of the Employer; (vii) habitual absenteeism . Any act, or inattention failure to the Executive's duties; (ix) chronic use of alcoholact, drugs or other similar substances (other than based upon authority given pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined resolution duly adopted by the Board or based upon the advice of Directorscounsel for Employer shall be conclusively presumed to be done, which determination will or omitted to be conclusivedone, by Executive in good faith and in the best interests of Employer. Notwithstanding anything to the contrary, Employer’s termination of Executive’s employment may shall not be terminated deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board finding that, in the event that good faith opinion of such Board, the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which is guilty of the conduct constituting Cause is reasonably open to cure described in subparagraph (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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. Ifi) through (v) above, and only if, specifying 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 such breachparticulars thereof in detail.

Termination by Employer for Cause. Employer may, may terminate Employee’s employment hereunder for Cause (as defined below) at it's option, terminate Executive's any time. If Employer terminates Employee’s employment for "Cause" upon giving written notice , Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of such the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to Executivethe date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. As used in For purposes of this AgreementSection 16, the term "Cause" shall include but not necessarily be limited Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (ib) conviction ofmisconduct, insubordination, or plea of nolo contendere toinattention to Employer’s business, a felony or a crime involving moral turpitude; (iic) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, 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 or willful failure to perform the Executive's responsibilities in the best interests duties required of the Employer; (vii) habitual absenteeism or inattention Employee up to the Executive's duties; (ix) chronic use of alcoholstandards established by the Board, drugs or other similar substances material breach of this Agreement (other than pursuant as a result of a Disability), or (d) failure or inability to medical prescriptions and under doctors' supervision satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; Cause (x) violation of any Employee shall be given written notice that Employer ruleintends to terminate Employee’s employment for Cause, regulation, procedure or policy which has, or may notice shall reasonably be expected to have, a material adverse effect on specify the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by which are the 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 workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive basis for the benefit decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (including, without limitation, 5) calendar days of receipt of such provisions within this Agreement) or notice of any material Employer policy, all as determined by Employee’s intention to cure such conduct. If the Board of Directorsdetermines that Employee has not cured, which determination will be conclusive. Notwithstanding anything on or prior to the contraryexpiration of such thirty (30) day period, employment may not Employee shall be terminated for Cause in at the event that expiration of such thirty (30) day period. Notwithstanding the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein foregoing, if Employee receives more than two (2) notices relating to the contrary notwithstandingsame or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the Employer same or similar conduct, Employee shall give no longer have the Executive written notice prior opportunity to terminating cure and the Executive's termination of employment for Cause under any circumstance in which shall be effective upon the conduct constituting Cause receipt of such notice. If Employee is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 member of the breach is such that the breach is reasonably open to cureBoard, then the Executive shall have fourteen (14) days Employee hereby recuses herself from the giving deliberations and vote of the Board regarding such notice within which to cure such breachsubject matter.

Termination by Employer for Cause. Employer may, may terminate Employee’s employment at it's option, terminate Executive's employment any time for "Cause" upon giving written notice . For purposes of such termination to Executive. As used in this Agreement, the term "“Cause" shall include ” includes, but is not necessarily be limited to to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within ten (10) business days after being notified in writing by Employer of such breach); (ii) Employee’s willful failure to perform his material assigned duties without an excuse that is reasonably acceptable to Employer; (iii) Employee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Employer; (iv) the conviction of, of or plea of guilty or nolo contendere to, contendre by Employee to a felony or a any crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation , fraud or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses)misrepresentation; (v) personal dishonesty, willful misconduct, misappropriation or breach embezzlement by Employee of fiduciary duty which involves personal profitfunds or assets of Employer; or (vi) gross incompetence in the performance Employee’s willful refusal to perform specific directives of the Executive's duties under this Agreement; (vii) willful misconduct in connection President and CEO which are consistent with the Executive's scope, ethics and nature of Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, “Cause” shall not include a situation whereby Employer asks Employee to be based at any office or willful failure location or to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention relocate to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (any location other than pursuant within 20 miles of Employee’s then current location and Employee declines to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any do so. Termination by Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause hereunder shall not abrogate the rights and remedies of Employer in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 respect of the breach is or wrongful act giving rise to such that termination. In the breach is reasonably open event of termination by Employer for Cause, Employee shall receive any and all accrued but unpaid base salary compensation (including accrued paid time off, as applicable) due to cure, then Employee as of the Executive shall have fourteen (14) days from the giving of such notice within which to cure such breachTermination Date.

Termination by Employer for Cause. Employer may, at it's option, terminate ExecutiveIn the event of termination of --------------------------------- Employee's employment for hereunder by Employer "For Cause," Employee shall not be entitled to any severance pay, except as otherwise provided in any applicable benefits plans of Employer that cover Employee. A termination of Employee's employment hereunder by Employer shall be deemed to have occurred "For Cause" upon giving if, within a reasonable period after such termination, a good faith finding shall be made by a majority of the Board that such termination occurred as a result of any of the following: (A) any act committed by Employee which shall represent a breach in any material respect of any of the terms of this Agreement and which breach is not cured within thirty (30) days of receipt by Employee of written notice from Employer of such termination breach; (B) improper conduct, consisting of any willful act or omission with the intent of obtaining, to Executive. As used the material detriment of Employer, any benefit to which Employee would not otherwise be entitled; (C) improper conduct consisting of sexual harassment or act of moral turpitude; (D) gross negligence, consisting of wanton and reckless acts or omissions in this Agreementthe performance of Employee's duties to the material detriment of Employer; (E) bad faith in the performance of Employee's duties, consisting of willful acts or omissions, to the term "Cause" shall include but not necessarily be limited to material detriment of Employer, including excessive unexcused absence from work; (iF) use of illegal drugs or unauthorized use of alcohol in the workplace or being under the influence of illegal drugs or alcohol while at work; or (G) any conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor a traffic violations or similar offenses); (vviolation) personal dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence in that constitutes a felony under the performance laws of the ExecutiveUnited States or any political subdivision thereof. Employer shall provide written notice to Employee, within a reasonable time period, that the Board is convening for purposes of determining whether Employee's duties under this Agreement; termination of employment was For Cause and Employee (viior his representative) willful misconduct shall have the right to appear before the Board in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) 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) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, 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 this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 such breachdetermination.

Termination by Employer for Cause. The Employer mayshall have the right to terminate this Agreement and the Executive’s employment with the Employer immediately for cause (“Cause”) (as defined below) at any time if, at it's option, terminate Executive's employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreementduring the Term, the term "Cause" shall include but not necessarily be limited to Executive: (i) conviction of, or plea has materially breached the terms of nolo contendere to, a felony or a crime involving moral turpitudethis Agreement; (ii) engagement exhibits repeated willful, reckless, intentional, grossly negligent or wanton failure or refusal to perform his duties under this Agreement in conduct which has the effect furtherance of bringing disrepute to the Employer's reputation ’s business interest or hold the otherwise in accordance with this Agreement (which shall be cause for termination if Employer provides Executive notice of such failure or the Executive up to public ridiculerefusal more than one time in any 12 month period); (iii) fraud on commits an intentional tort against the Employer, which materially adversely affects the business or misappropriation of any funds or property reputation of the Employer, any affiliate, customer or vendor; (iv) willful violation commits any act of fraud, dishonesty or disloyalty or any lawact involving gross moral turpitude, rule which materially adversely affects the business or regulation (other than minor traffic violations or similar offenses)reputation of the Employer; (v) personal dishonesty, willful misconducthas engaged in violations of federal or state securities laws, or breach has caused the Employer to engage in violations of fiduciary duty which involves personal profitfederal or state securities laws; (vi) gross incompetence has been charged with criminal conduct involving a felony or misdemeanor under any federal or state laws against the Employer, which in the performance good-faith discretion of Employer’s Board, could have the effect of materially adversely affecting the business or reputation of the Employer or Executive's ’s ability to execute and perform his duties under this Agreement; (vii) willful misconduct has been the subject of a final non-appealable conviction of or a plea of guilty or nolo contendere by the Executive to a felony or misdemeanor involving fraud, embezzlement, theft, or dishonesty, moral turpitude or other criminal conduct against the Employer or otherwise;(viii) exhibits immoderate use of alcohol or drugs that, in connection with the discretion of the Board, impairs, or is likely to impair, the Executive's duties or willful failure ’s ability to perform his duties under this Agreement; or (ix) has become subject to any of the Executive's responsibilities “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the best interests Securities Act (a “Disqualification Event”), (each and all of the foregoing clauses (i) through (ix) constituting reasons for termination for “Cause”), provided that unsatisfactory business performance of the Employer; , or mere inefficiency, or good faith errors in judgment or discretion by the Executive shall not constitute grounds for termination for Cause hereunder. Notwithstanding the foregoing, this Agreement and the Executive’s employment with the Employer shall not be deemed to have been terminated for Cause, without at least fifteen (vii15) habitual absenteeism or inattention calendar days’ prior written notice to the Executive's duties; (ixExecutive setting forth the reason(s) chronic use of alcoholfor the Employer’s intention to terminate for Cause. Except for a failure, 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) violation of any Employer rule, regulation, procedure or policy which hasbreach, or may refusal which, by its nature, cannot reasonably be expected to havebe cured, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, 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 this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 thirty (1430) calendar days from the giving delivery of such written notice by the Employer within which to cure such breachany acts constituting Cause.

Termination by Employer for Cause. Employer may, at it's option, may terminate this Employment Agreement and Executive's ’s employment for "“Cause" upon giving written notice ” at any time in accordance with the provisions of such termination to Executivethis Section 9.3. As used in Cause is defined for purposes of this Agreement, the term "Cause" shall include but not necessarily be limited to Section 9.3 as: (i) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profit; (via) gross incompetence negligence or willful misconduct by Executive in the performance of the Executive's duties under this AgreementEmployment Duties; (viib) insubordination by Executive to Employer or a willful misconduct in connection with the Executive's duties or willful failure refusal by Executive to perform the Executive's responsibilities in Employment Duties; (c) commission by Executive of a felony, act of moral turpitude or other act, which prevents Executive from effectively performing the best Employment Duties or is likely to affect the interests of the Employer; (viid) 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) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer (provisions of this Employment Agreement including, without limitation, such provisions within Section 13 or 14; (e) any unexcused absence by Executive from the Employment Duties for a period of five (5) consecutive days; (f) Executive’s inability to enter into this Employment Agreement or perform the Employment Duties as provided in Section 1 herein; or (g) any act of dishonesty by Executive relating to Employer, its employees or otherwise, including, without limitation, fraud, embezzlement or misappropriation relating to significant amounts. For purposes of this Agreement, “Cause” shall not exist unless Employer has first: (i) advised Executive in writing of the specific alleged conduct or allegations constituting “Cause”, (ii) provided Executive with an opportunity to explain such conduct or allegations before a meeting of any material Employer policy, all as determined by the entire Board of Directors, which determination will be conclusive. Notwithstanding anything and (iii) with respect to the contraryany conduct or allegations of “Cause” capable of being cured, employment may not be terminated for Cause in the event that the provided Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive with thirty (30) days after receiving 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 thereof to cure such breachalleged Cause. IfEmployer’s total liability to Executive under this Section 9.3 will be limited to the payment of Executive’s Base Salary and provision of Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) through and only if, including the nature effective date 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 such breachtermination.

Termination by Employer for Cause. Employer may, may terminate Employee's employment hereunder for Cause (as defined below) at it's option, terminate Executiveany time. If Employer terminates Employee's employment for "Cause" upon giving written notice , Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of such the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to Executivethe date of termination of employment (which shall be paid on Employer's next scheduled payroll date), (2) business expense reimbursement pursuant to Section 3(d), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. As used in For purposes of this AgreementSection 12 (a), the term "Cause" shall include but not necessarily be limited to Cause is defined as Employee's (i) conviction offailure to abide by Employer's policies and procedures, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute gross misconduct, gross negligence, insubordination, or willful inattention to the Employer's reputation or hold the Employer or the Executive up to public ridicule; business, (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, 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 or willful failure to perform the Executive's responsibilities in the best interests duties required of the Employer; (vii) habitual absenteeism or inattention Employee up to the Executive's duties; (ix) chronic use of alcoholstandards established by the Board, drugs or other similar substances material breach of this Agreement (other than pursuant to medical prescriptions and under doctors' supervision for treatment as a result of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which hasa Disability), or may reasonably be expected (iv) failure or inability to havesatisfy the requirements stated in Section 7 above. Should Employer believe that cause exists to terminate Employee, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the 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 workplace; or (xii) 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 Employer agrees to provide written notice to Employee of the Employer specific items identified as cause and to afford Employee a period of twenty (including, without limitation, such provisions within this Agreement20) or business days from receipt of any material Employer policy, all as determined by the Board of Directorswritten notice to remedy these deficiencies to Employer's satisfaction, 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 this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 breachunreasonably withhold. If, and only if, at the nature conclusion of the breach is such that cure period, Employer determines Employee has not satisfactorily remedied the breach is reasonably open to curedeficiency, then the Executive Employer shall have fourteen (14) days notify Employee who shall be immediately terminated. Further, nothing in this paragraph 12 precludes Employer from the giving immediately terminating Employee's employment if Employee engages in felonious criminal conduct, physically aggressive conduct toward any co-worker, patron, vendor or customer of such notice within which to cure such breachemployer, illegal drug use, or based upon any gaming authority's demand Employer do so.

Termination by Employer for Cause. Employer may, at it's option, may terminate Executive's Employee’s employment for "“Cause" upon giving ” by delivering written notice to Employee. Upon delivery of such termination to Executivethe written notice, Employee’s employment shall cease immediately. As used in For purposes of this Agreement, the term "Cause" shall include but not necessarily be limited to “cause” includes: (i) conviction ofthe Employee’s commission of an act of fraud or misrepresentation on Employer, a member of the Employer Group, any investor, client, or customer, or any of Employer Group’s directors or shareholders in connection with the performance of her duties; (ii) the conviction of Employee (or Employee’s entering a plea of nolo contendere toguilty or no contest) of a felony, a felony any criminal statute of any jurisdiction for which imprisonment of three months or a more may be imposed, or any crime involving dishonesty or moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on Employee’s insubordination, gross negligence or misappropriation intentional misconduct in the performance of any funds or property of the Employer, any affiliate, customer or vendorher duties; (iv) willful violation any serious or continuing breach by Employee of any law, rule material term of this Agreement or regulation (any other than minor traffic violations or similar offenses)written agreement between Employee and Employer; (v) personal dishonesty, willful misconduct, Employee’s intentional and continued failure to substantially perform her duties under this Agreement or breach of fiduciary duty which involves personal profitany other written agreement between Employee and Employer (other than any such failure resulting from disability under Section 10(a)); (vi) gross incompetence in the performance of the Executive's duties under this Agreementtheft or embezzlement committed by Employee; (vii) willful misconduct in connection with Employee’s current use of any illegal drug or excessive use of alcohol on the Executive's duties job; (viii) Employee’s breach of fiduciary duty; (ix) Employee’s breach of duty of loyalty to the Employer through appropriation or willful failure to perform attempted appropriation of opportunities for Employee’s own advantage or through other conflicts of interest where Employee acts for her own personal benefit, instead of for the Executive's responsibilities in the best interests benefit of the Employer; (viix) habitual absenteeism acts or inattention omissions by Employee which are materially and demonstrably injurious 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) violation of any Employer rule, regulation, procedure or policy which hasEmployer, or may could reasonably be expected to have, a material adverse effect on adversely affect the business or reputation of the Employer; and (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed Employee’s default on any loan issued by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusiveGroup. Notwithstanding anything to the contrary, employment may not be terminated for Cause in In the event that Employee’s employment is terminated for “cause”, she shall be entitled to compensation only through the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance last day in which the conduct constituting Cause is reasonably open she provides service to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 such breachEmployer.

Termination by Employer for Cause. Employer may, at it's option, may terminate Executive's Employee’s employment for "“Cause" upon giving ” by delivering written notice to Employee. Upon delivery of such termination to Executivethe written notice, Employee’s employment shall cease immediately. As used in For purposes of this Agreement, the term "Cause" shall include but not necessarily be limited to “cause” includes: (i) conviction ofthe Employee’s commission of an act of fraud or misrepresentation on Employer, a member of the Employer Group, any investor, client, or customer, or any of Employer Group’s directors or shareholders in connection with the performance of his duties; (ii) the conviction of Employee (or Employee’s entering a plea of nolo contendere toguilty or no contest) of a felony, a felony any criminal statute of any jurisdiction for which imprisonment of three months or a more may be imposed, or any crime involving dishonesty or moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on Employee’s insubordination, gross negligence or misappropriation intentional misconduct in the performance of any funds or property of the Employer, any affiliate, customer or vendorhis duties; (iv) willful violation any serious or continuing breach by Employee of any law, rule material term of this Agreement or regulation (any other than minor traffic violations or similar offenses)written agreement between Employee and Employer; (v) personal dishonesty, willful misconduct, Employee’s intentional and continued failure to substantially perform his duties under this Agreement or breach of fiduciary duty which involves personal profitany other written agreement between Employee and Employer (other than any such failure resulting from disability under Section 10(a)); (vi) gross incompetence in the performance of the Executive's duties under this Agreementtheft or embezzlement committed by Employee; (vii) willful misconduct in connection with Employee’s current use of any illegal drug or excessive use of alcohol on the Executive's duties job; (viii) Employee’s breach of fiduciary duty; (ix) Employee’s breach of duty of loyalty to the Employer through appropriation or willful failure to perform attempted appropriation of opportunities for Employee’s own advantage or through other conflicts of interest where Employee acts for his own personal benefit, instead of for the Executive's responsibilities in the best interests benefit of the Employer; (viix) habitual absenteeism acts or inattention omissions by Employee which are materially and demonstrably injurious 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) violation of any Employer rule, regulation, procedure or policy which hasEmployer, or may could reasonably be expected to have, a material adverse effect on adversely affect the business or reputation of the Employer; and (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed Employee’s default on any loan issued by the 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 workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusiveGroup. Notwithstanding anything to the contrary, employment may not be terminated for Cause in In the event that Employee’s employment is terminated for “cause”, he shall be entitled to compensation only through the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance last day in which the conduct constituting Cause is reasonably open he provides service to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 such breachEmployer.

Termination by Employer for Cause. Employer may, at it's its option, terminate Executive's employment the Employment Period for "Cause" upon based on objective factors determined in good faith by a majority of the Board as set forth in a Notice of Termination to Executive specifying the reasons for termination and the failure of Executive to cure same within ten (10) days of his receiving the Notice of Termination; provided, that in the event the Board in good faith determines that the underlying reasons giving written notice rise to such determination cannot be cured, then said cure period shall not apply, and the Employment Period shall terminate on the date of Executive's receipt of the Notice of Termination (the "Termination Date"). "Cause" shall mean (i) Executive's conviction of, guilty plea to, or confession of guilt of, a felony, (ii) disloyal, dishonest or illegal conduct or intentional misconduct or malfeasance by Executive in the performance of services for or on behalf of Employer, or other conduct materially detrimental to the business, operations or reputation of Employer, regardless of whether such termination conduct is within the scope of Executive's duties, (iii) failure by Executive to Executive. As used substantially perform his duties, as assigned to him by the Chairman, President or the Board from time to time, (iv) violation by Executive of the covenants set forth in this Agreement, the term "Cause" shall include but not necessarily be limited to (i) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonestythe filing by or against Executive of any bankruptcy, willful misconductinsolvency or reorganization proceeding, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence in except as may be permitted herein, disclosure of Confidential Information (as hereinafter defined) without the performance prior written consent of the Executive's duties under this Agreement; Employer, or (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention assign 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) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment Inventions (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory bodyhereinafter defined) or other egregious conduct that violates laws governing the workplace; or (xii) 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 Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will may be conclusiverequired herein. 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 this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer 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 only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer 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 such breach3.2.4.