Common use of Termination by Employer for Cause Clause in Contracts

Termination by Employer for Cause. Employer may terminate this Agreement for "Cause" if Employee (i) continually (by act or omission) fails to perform Employee's job duties in accordance with the terms of this Agreement and in accordance with the reasonable direction of the Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of termination.

Termination by Employer for Cause. Employer may terminate this Agreement for "Cause" if Employee (i) continually (by act or omission) fails to perform Employee's job duties in accordance with the terms of this Agreement and in accordance with the reasonable direction of the Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyxx disloyal xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of termination.

Termination by Employer for Cause. Employer may terminate Employee's employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee's employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the 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. For purposes of this Agreement for "Cause" if Employee Section 11(a), Cause is defined as Employee's (i) continually (failure to abide by act or omission) fails to perform EmployeeEmployer's job duties in accordance with the terms of this Agreement policies and in accordance with the reasonable direction of the Board of Directors of Employerprocedures, (ii) is convicted ofmisconduct, pleads guilty toinsubordination, or confesses inattention to a felony or any crime involving any act of dishonestyEmployer's business, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulentfailure to perform the duties required of Employee up to the standards established by Employer, disloyal or unprofessional conduct which results in other material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating breach of this Agreement and Employee's employment (other than as a result of subsection a Disability), or (iiv) above failure or as inability to satisfy the requirements stated in Section 7 above. Prior to a result termination for Cause under this Section 11(a), Employer must provide a written notice of disloyxx xx xxxxofessional deficiency to Employee and thereafter provide Employee with a reasonable opportunity to cure the deficient conduct, if such conduct is capable of being cured. If such activity is incapable of being cured or if, after a reasonable opportunity to cure, Employee fails to cure the deficient conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employermay immediately terminate Employee's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination employment hereunder for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of termination.

Termination by Employer for Cause. Employer may terminate this Agreement for "Cause" if Employee (i) continually (by act or omission) fails to perform Employee's job duties in accordance with the terms of this Agreement and in accordance with the reasonable direction of the Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer xxxxxx xx Xxxloyer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyxx xx xxxxofessional disloyal or unprofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of termination.

Termination by Employer for Cause. Employer may terminate this Agreement for "Cause" if Employee (i) continually (by act or omission) fails to perform In the event of termination of --------------------------------- Employee's job duties employment hereunder by Employer For Cause, Employee shall not be entitled to any severance pay, except as otherwise provided in accordance with 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 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 in accordance with the reasonable direction of the Board of Directors of Employer, (ii) which breach is convicted of, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have not cured within thirty (30) days after of receipt by Employee of written notice from Employer of such breach; (B) improper conduct, consisting of any willful act or omission with the intent of obtaining, to 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 the 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 material detriment of Employer, including excessive unexcused absence from work; (F) 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 crime (other than a traffic violation) that constitutes a felony under the laws of the United States or any political subdivision thereof. Employer shall provide written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure periodEmployee, Employee shall have within a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day reasonable time period, that the Board is convening for purposes of determining whether Employee's termination of employment was For Cause and Employee (or having twice received his representative) shall have the right to appear before the Board in connection with such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of terminationdetermination.

Termination by Employer for Cause. Employer may may, at its option, terminate this Agreement the Employment Period for "“Cause" if Employee (i) continually (” based on objective factors determined in good faith by act or omission) fails to perform Employee's job duties in accordance with a majority of the terms of this Agreement Chief Executive Officer and in accordance with the reasonable direction of the Board of Directors as set forth in a Notice of EmployerTermination to Executive specifying the reasons for termination and the failure of the Executive to cure the same within ten (10) days of receiving the Notice of Termination; provided, that in the event the Board of Directors in good faith determines that the underlying reasons giving 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. For purposes of this Employment Agreement, “Cause” is defined as (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee, (ii) is convicted Executive’s conviction of, pleads guilty or plea of nolo contendere to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or any other act of moral turpitude, or (iii) engages in Executive’s gross misconduct, (iv) Executive’s unauthorized use or disclosure of any fraudulent, disloyal proprietary information or unprofessional conduct which results in material injury trade secrets of the Company or any other party to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment whom Executive owes an obligation of nondisclosure as a result of subsection Executive’s relationship with the Company; (iv) above Executive’s willful breach of any obligations under any written agreement or as covenant with the Company; or (vi) Executive’s continued failure to perform his employment duties after Executive has received a result written demand of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing performance from the specific acts, actions, failures, or events upon Company which specifically sets forth the termination will be based, factual basis for the Company’s belief that Executive has not substantially performed his duties and Employee shall have thirty (30) has failed to cure such non-performance to the Company’s satisfaction within 10 business days after receiving such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of terminationnotice.

Termination by Employer for Cause. Employer may may, at its option, terminate this Agreement the Employment Period for "“Cause" if Employee (i) continually (” based on objective factors determined in good faith by act or omission) fails to perform Employee's job duties in accordance with a majority of the terms of this Agreement Chief Executive Officer and in accordance with the reasonable direction of the Board of Directors as set forth in a Notice of EmployerTermination to Executive specifying the reasons for termination and the failure of the Executive to cure the same within ten (10) days of her receiving the Notice of Termination; provided, that in the event the Board of Directors in good faith determines that the underlying reasons giving 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. For purposes of this Employment Agreement, “Cause” is defined as (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee, (ii) is convicted Executive’s conviction of, pleads guilty or plea of nolo contendere to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or any other act of moral turpitude, or (iii) engages in Executive’s gross misconduct, (iv) Executive’s unauthorized use or disclosure of any fraudulent, disloyal proprietary information or unprofessional conduct which results in material injury trade secrets of the Company or any other party to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment whom Executive owes an obligation of nondisclosure as a result of subsection Executive’s relationship with the Company; (iv) above Executive’s willful breach of any obligations under any written agreement or as covenant with the Company; or (vi) Executive’s continued failure to perform her employment duties after Executive has received a result written demand of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing performance from the specific acts, actions, failures, or events upon Company which specifically sets forth the termination will be based, factual basis for the Company’s belief that Executive has not substantially performed her duties and Employee shall have thirty (30) has failed to cure such non-performance to the Company’s satisfaction within 10 business days after receiving such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of terminationnotice.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the 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. For purposes of this Agreement for "Cause" if Employee Section 11 (a), Cause is defined as Employee’s (i) continually (failure to abide by act or omission) fails to perform Employee's job duties in accordance with the terms of this Agreement Employer’s policies and in accordance with the reasonable direction of the Board of Directors of Employerprocedures, (ii) is convicted ofmisconduct, pleads guilty toinsubordination, or confesses inattention to a felony or any crime involving any act of dishonestyEmployer’s business, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulentfailure to perform the duties required of Employee up to the standards established by the Board, disloyal or unprofessional conduct which results in other material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating breach of this Agreement and Employee's employment (other than as a result of subsection (i) above or as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failuresDisability), or events upon which the termination will be based, and Employee shall have thirty (30iv) days after such written notice to cease such actions or otherwise correct any such failure or breachinability to satisfy the requirements stated in Section 7 above. During this thirty (30) day cure period, Employee shall have a right Prior to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Causecause under this paragraph 11(a), all Base Compensation the Employer must provide a written letter of deficiency to Employee which details Employee’s deficient conduct and Incentive Compensation earned by or accrued for thereafter provide Employee 30 days to cure such deficiency. If after 30 days, Employer continues to believe cause exists to terminate the benefit Employee, then Employer shall send a second letter to Employee terminating Employee that memorializes the failure of Employee through to cure the date of terminationasserted deficiency.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the 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. For purposes of this Agreement for "Cause" if Employee Section 11(a), Cause is defined as Employee’s (i) continually (failure to abide by act or omission) fails to perform Employee's job duties in accordance with the terms of this Agreement Employer’s policies and in accordance with the reasonable direction of the Board of Directors of Employerprocedures, (ii) is convicted ofmisconduct, pleads guilty toinsubordination, or confesses inattention to a felony or any crime involving any act of dishonestyEmployer’s business, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulentfailure to perform the duties required of Employee up to the standards established by Employer, disloyal or unprofessional conduct which results in other material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating breach of this Agreement and Employee's employment (other than as a result of subsection a Disability), or (iiv) above failure or as inability to satisfy the requirements stated in Section 7 above. Prior to a result termination for Cause under this Section 11(a), Employer must provide a written notice of disloyxx xx xxxxofessional deficiency to Employee and thereafter provide Employee with a reasonable opportunity to cure the deficient conduct, if such conduct is capable of being cured. If such conduct is incapable of being cured or if, after a reasonable opportunity to cure, Employee fails to cure the deficient conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may immediately terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination Employee’s employment hereunder for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of termination.

Termination by Employer for Cause. Employer may terminate this Agreement Executive with or without Cause upon written notice to Executive. If Executive is terminated for "Cause" if Employee : (i) continually (by act or omission) fails Employer shall pay to perform Employee's job duties in accordance with Executive the terms of this Agreement and in accordance with the reasonable direction of the Board of Directors of EmployerAccrued Obligations, (ii) is convicted ofExecutive’s participation in the Benefit Plans shall terminate as of the Termination Date, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or and (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing have no further obligations to Executive under this Agreement, other than those provided in this Section 5.02. For purposes of this Agreement, “Cause” means: (a) Executive’s failure to substantially perform Executive’s duties with the specific actsCompany (if Executive has not cured such failure to substantially perform, actionsif curable, failures, or events upon which the termination will be based, and Employee shall have within thirty (30) days after such Executive’s receipt of written notice thereof from the Board that specifies the conduct constituting Cause under this clause (a)); (b) Executive’s willful misconduct, or gross negligence in the performance of Executive’s duties hereunder; (c) the conviction of Executive, or the entering by Executive of a guilty plea or plea of no contest with respect to, any crime that constitutes a felony or involves fraud, dishonesty or moral turpitude; (d) Executive’s commission of an act of fraud, embezzlement or misappropriation against the Company; (e) Executive’s material breach of the fiduciary duty owed by Executive to cease Company; (f) Executive’s engaging in any improper conduct (including conduct that occurred within ten (10) years prior to the date of this Agreement that has not been previously disclosed to the Company) that has or is likely to have an adverse economic or reputational impact on the Company; (g) Executive engaging in sexual or other harrasment in the workplace or with respect to any employees, consultants, customers, vendors or business relations of Employer and its Affiliates or violating any Company policies regarding harrasment; or (h) Executive’s material breach of this Agreement (if Executive has not cured such actions or otherwise correct any such failure or breach. During this , if curable, within thirty (30) day cure period, Employee shall have a right to discuss the circumstances days after Executive’s receipt of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate thereof from the Board that specifies the conduct constituting Cause under this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of terminationclause (h)).

Termination by Employer for Cause. In the event of termination of Employee's employment hereunder by Employer may terminate this Agreement for "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" if 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 (i) continually (by act or omission) fails to perform Employee's job duties which shall represent a breach in accordance with any material respect of any of the terms of this Agreement and in accordance with the reasonable direction of the Board of Directors of Employer, (ii) which breach is convicted of, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have not cured within thirty (30) days after of receipt by Employee of written notice from Employer of such breach; (B) improper conduct, consisting of any willful act or omission with the intent of obtaining, to 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 the 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 material detriment of Employer, including excessive unexcused absence from work; (F) 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 crime (other than a traffic violation) that constitutes a felony under the laws of the United States or any political subdivision thereof. Employer shall provide written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure periodEmployee, Employee shall have within a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day 4 reasonable time period, that the Board is convening for purposes of determining whether Employee's termination of employment was For Cause and Employee (or having twice received his representative) shall have the right to appear before the Board in connection with such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of terminationdetermination.

Termination by Employer for Cause. Employer may may, at its option, terminate this Agreement the Employment Period for "“Cause" if Employee (i) continually (” based on objective factors determined in good faith by act or omission) fails to perform Employee's job duties in accordance with a majority of the terms of this Agreement Chief Executive Officer and in accordance with the reasonable direction of the Board of Directors as set forth in a Notice of EmployerTermination to Executive specifying the reasons for termination and the failure of the Executive to cure same within ten (10) days of her receiving the Notice of Termination; provided, that in the event the Board of Directors in good faith determines that the underlying reasons giving 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”). For purposes of this Agreement, “Cause” is defined as (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee, (ii) is convicted Executive’s conviction of, pleads guilty or plea of nolo contendere to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or any other act of moral turpitude, or (iii) engages in Executive’s gross misconduct, (iv) Executive’s unauthorized use or disclosure of any fraudulent, disloyal proprietary information or unprofessional conduct which results in material injury trade secrets of the Company or any other party to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment whom Executive owes an obligation of nondisclosure as a result of subsection Executive’s relationship with the Company; (iv) above Executive’s willful breach of any obligations under any written agreement or as covenant with the Company; or (vi) Executive’s continued failure to perform his employment duties after Executive has received a result written demand of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing performance from the specific acts, actions, failures, or events upon Company which specifically sets forth the termination will be based, factual basis for the Company’s belief that Executive has not substantially performed his duties and Employee shall have thirty (30) has failed to cure such non-performance to the Company’s satisfaction within 10 business days after receiving such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of terminationnotice.

Termination by Employer for Cause. Employer may terminate Employee's employment at any time for Cause. For purposes of this Agreement for Agreement, "Cause" if Employee includes, but is not limited to: (i) continually (by act or omission) fails to perform Employee's job duties in accordance with the terms a material breach of this Agreement and by Employee (where Employee fails to cure such breach within ten (10) business days after being notified in accordance with the reasonable direction writing by Employer of the Board of Directors of Employer, such breach); (ii) Employee's willful failure to perform his material assigned duties without an excuse that is convicted ofreasonably acceptable to Employer; (iii) Employee engages in an act (or causes an act) that has a material adverse impact on the reputation, pleads business, business relationships or financial condition of Employer; (iv) the conviction of or plea of guilty to, or confesses nolo contendre by Employee to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, fraud or misrepresentation; (v) misappropriation or embezzlement by Employee of funds or assets of Employer; or (iiivi) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as willful refusal to perform specific directives of the Board which are consistent with the scope, ethics and nature of Employee's duties and responsibilities hereunder. Notwithstanding the foregoing, "Cause" shall not include a result situation whereby Employer asks Employee to be based at any office or location or to relocate to any location other than within 20 miles of subsection (i) above or as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, Employee's then current location and Employee declines to do so. Termination by Employer for Cause hereunder shall have thirty (30) days after not abrogate the rights and remedies of Employer in respect of the breach or wrongful act giving rise to such written notice to cease such actions or otherwise correct any such failure or breachtermination. During this thirty (30) day cure periodIn the event of termination by Employer for Cause, Employee shall have a right receive any and all accrued but unpaid base salary compensation (including accrued paid time off, as applicable) due to discuss the circumstances Employee as of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of terminationTermination Date.

Termination by Employer for Cause. Employer may terminate this Agreement Executive with or without Cause upon written notice to Executive. If Executive is terminated for "Cause" if Employee : (i) continually (by act or omission) fails Employer shall pay to perform Employee's job duties in accordance with Executive the terms of this Agreement and in accordance with the reasonable direction of the Board of Directors of EmployerAccrued Obligations, (ii) is convicted ofExecutive's participation in the Benefit Plans shall terminate as of the Termination Date, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or and (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing have no further obligations to Executive under this Agreement, other than those provided in this Section 5.02. For purposes of this Agreement, “Cause” means: (a) Executive's failure to substantially perform Executive's duties with the specific actsCompany (if Executive has not cured such failure to substantially perform, actionsif curable, failures, or events upon which the termination will be based, and Employee shall have within thirty (30) days after such Executive's receipt of written notice thereof from the Board that specifies the conduct constituting Cause under this clause (a)); (b) Executive's willful misconduct, or gross negligence in the performance of Executive's duties hereunder; (c) the conviction of Executive, or the entering by Executive of a guilty plea or plea of no contest with respect to, any crime that constitutes a felony or involves fraud, dishonesty or moral turpitude; (d) Executive's commission of an act of fraud, embezzlement or misappropriation against the Company; (e) Executive's material breach of the fiduciary duty owed by Executive to cease Company; (f) Executive's engaging in any improper conduct (including conduct that occurred within ten (10) years prior to the date of this Agreement that has not been previously disclosed to the Company) that has or is likely to have an adverse economic or reputational impact on the Company; (g) Executive engaging in sexual or other harrasment in the workplace or with respect to any employees, consultants, customers, vendors or business relations of Employer and its Affiliates or violating any Company policies regarding harassment; or (h) Executive's material breach of this Agreement (if Executive has not cured such actions or otherwise correct any such failure or breach. During this , if curable, within thirty (30) day cure period, Employee shall have a right to discuss the circumstances days after Executive's receipt of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate thereof from the Board that specifies the conduct constituting Cause under this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of terminationclause (h)).

Termination by Employer for Cause. Employer The Company may terminate this Agreement Employee’s employment only for "“Cause" if .” A termination for Cause is a termination evidenced by a finding adopted in good faith by the Board that Employee (i) willfully and continually failed to substantially perform his duties with the Company (by act other than a failure resulting from Employee’s incapacity due to illness, physical or omissionmental disability or other incapacity) fails and such failure continues after the Board has given written notice that Employee has failed to perform Employee's job duties in accordance with the terms of this Agreement and in accordance with the reasonable direction of the Board of Directors of Employerhis duties, (ii) has been convicted of a felony, (iii) has breached this Agreement in any material respect if such breach is convicted of, pleads guilty to, not cured or confesses remedied reasonably promptly after the Board has given written notice to Employee providing a felony or any crime involving any act reasonable description of dishonesty, fraud, misappropriation, embezzlement or moral turpitudethe breach, or (iiiiv) engages engaged in any fraudulent, disloyal or unprofessional conduct constituting willful malfeasance in connection with his employment which results in material injury is materially and demonstrably injurious to Employer or the Company and its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment subsidiaries taken as a result whole, or (v) has been barred by the Securities Exchange Commission or any court or agency having jurisdiction from serving as an officer of subsection a publicly traded company. No act, or failure to act, on Employee’s part, shall be considered “willful” for purposes of (i) or (iv) above unless he has acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interests of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by Employee after Notice of Termination (as a result of disloyxx xx xxxxofessional conduct, hereinafter defined) is given by Employer shall give constitute Cause for purposes of this Agreement. Termination for Cause shall be by action of the Board after giving Employee written notice detailing and his legal advisor an opportunity to meet with the specific actsBoard, actions, failures, or events upon which contest the termination will be basedbasis for termination, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss demonstrate that Employee’s continued employment is in the circumstances best interests of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of terminationCompany.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 3(e), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. For purposes of this Agreement for "Cause" if Employee Section 11, Cause is defined as Employee’s (ia) continually failure to abide by Employer’s policies and procedures, (by act b) misconduct, insubordination, or omissioninattention to Employer’s business, (c) fails failure to perform Employee's job the duties in accordance with required of Employee up to the terms standards established by the Board, or other material breach of this Agreement and in accordance with the reasonable direction of the Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment other than as a result of subsection (i) above or as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failuresDisability), or events upon which the termination will be based, and Employee shall have thirty (30d) days after such written notice to cease such actions or otherwise correct any such failure or breachinability to satisfy the requirements stated in Section 7 above. During this thirty (30) day cure period, Employee shall have a right Prior to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Causecause under this paragraph 11(a), all Base Compensation the Employer must provide a written letter of deficiency to Employee that details Employee’s deficient conduct and Incentive Compensation earned by or accrued for thereafter provide Employee 30 days to cure such deficiency. If after 30 days Employer continues to believe cause exists to terminate the benefit Employee, then Employer shall send a second letter to Employee terminating Employee that memorializes the failure of Employee through to cure the date of terminationasserted deficiency.

Termination by Employer for Cause. Employer may terminate this Agreement for "Cause" if Employee (i) continually (by act or omission) fails to perform Employee's job duties in accordance with the terms of this Agreement and in accordance with the reasonable direction of the Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer ixxxxx xx Xxxxoyer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyxx xx xxxxofessional disloyal or unprofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any such failure or breach. During this thirty (30) day cure period, Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any time thereafter again so acts, fails or breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of termination.

Termination by Employer for Cause. Employer may may, at its option, terminate this Agreement by giving written notice of termination for "Causecause" if Employee (i) continually (by act or omission) fails to perform Employee's job duties in accordance , and complying with the terms of this Agreement and in accordance with Section 5.01. For the reasonable direction purpose of this Section 5.01, the Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a felony or any crime involving any act of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or (iii) engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection term "cause" shall mean (i) above willful misconduct or as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failuresgross malfeasance, or events upon which an act or acts of gross negligence in the termination will be based, and Employee shall have course of employment or any material breach of the Employee's obligations contained in this Agreement if such material breach of Employee's obligations under this Agreement continues for a period of thirty (30) days after such Employee's actual receipt of written notice of such material breach from Employer; (ii) any intentional material misstatement or material omission to cease the Board of Directors of the Bank or any member thereof, respectively, with respect to the business, financial condition, or results of operations of the Bank; (iii) the intentional failure of the Employee to follow the reasonable instructions or the policies of the Board (other than as a result of disability) if, but only if, (a) such actions instructions or otherwise correct any policies are (A) lawful and (B) consistent with this Agreement and Employee's duties hereunder and (b) such failure or breach. During this violation continues for a period of thirty (30) day cure perioddays following Employee's actual receipt of written notice of Employee's violation of such instructions or policies; (iv) the Employee's conviction, admission, confession or agreed deferred adjudication of any felony or Employee's conviction, admission or confession of any other criminal act resulting in incarceration for a period greater than six months; or (v) the intentional violation by the Employee of applicable state or federal banking statutes, rules or regulations. Upon termination of this Agreement for "cause", Employee shall have a right be entitled to discuss receive Basic Compensation earned but unpaid at the circumstances time of such termination, reimbursable expenses incurred by, but not yet reimbursed, to Employee at the warning notice in a meeting with time of such termination, any earned and other vested benefits due to Employee at the Chief Executive Officer, Vice President time of Human Resourcessuch termination, and at Employer's option either a director, General Counsel or group health coverage that is required to be continued by applicable law. In the Chief Financial Officer. If event Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breachis terminated for "cause" pursuant to this Section 5.01, Employee at any time thereafter again so actsshall continue to be bound by the non compete and non disclosure covenants contained in Article 4, fails or breaches, Employer may terminate this Agreement immediately. Employer but the Employee shall not be obligated entitled to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for receive the benefit of Employee through the date of terminationNon Compete Payment described in Section 4.01.