Common use of Termination by the Company for Cause Clause in Contracts

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate Employee’s employment under this Agreement at any time for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employeethe Executive’s employment under this Agreement hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean: mean a termination of employment of the Executive by the Company due to (i) the commission by the Executive of an act of fraud or embezzlement against the Company Groupor any of its subsidiaries or the conviction of the Executive in a court of law, which causes material harm to or guilty plea or no contest plea, of any member charge involving an act of fraud or embezzlement (including the willful and unauthorized disclosure of information of the Company Group; or any of its subsidiaries which the Executive knows or should know to be material, confidential and proprietary to the Company or any of its subsidiaries, which results, or could reasonably have been expected to result, in material financial loss to the Company or any of its subsidiaries), (ii) the conviction of the Executive in a court of law, or guilty plea or no contest plea, to a felony charge, (iii) the willful misconduct of the Executive as an employee of the Company or any of its subsidiaries which is reasonably likely to result in injury or financial loss to (I) the Company or (II) to any subsidiaries of the Company, which injury or loss is material to the Company taken as a whole, (iv) the willful failure of the Executive to render services to the Company or any willful refusal of its subsidiaries in accordance with the Executive’s employment, which failure amounts to implement or undertake the lawful directives a material neglect of the Board Executive’s duties to the Company and does not result from physical illness, injury or incapacity, and which failure is not cured promptly after adequate notice of such other supervisor as may be assigned failure and a reasonably detailed explanation has been presented by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at to the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company GroupExecutive, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; covenants in subsections 3(a), 3(b) or (viii) a willful violation of Section 10 hereof by the written rules or policies of any member of the Company GroupExecutive, which causes material harm to any member of the Company Groupbreach is not cured, provided thatif curable, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business within 30 days after receipt of a written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute of such breach or violation, is delivered to cure, and upon such cure, such event the Executive. The Executive shall not be deemed to be have been terminated for Cause unless the Company shall have given or delivered to the Executive (1) reasonable notice setting forth the basis for a termination of Employee for Cause, unless and (2) a reasonable opportunity for the Company acting in good faithExecutive, otherwise determines that such occurrence is not reasonably subject together with Executive’s counsel, to being curedrequest reconsideration by and be heard before the Board, provided; provided, however, that with respect such notice and opportunity to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period heard shall not be available required if the Board, based on the advice of counsel, deems it inconsistent with its fiduciary duties and so advises the Executive. For purposes of determining whether the Executive was given “reasonable notice” and “reasonable opportunity to Employee be heard” in connection with respect any determination by the Board as to any subsequent occurrence whether Cause exists, 10 business days’ notice of an event described in clause the Board meeting shall be deemed to constitute “reasonable notice” (vii) abovewithout prejudice to the determination of whether some other period would also constitute “reasonable notice”), and the opportunity for the Executive and Executive’s counsel to present arguments to the Board at such meeting as to why the Executive believes that no Cause exists shall constitute “reasonable opportunity to be heard” (without prejudice to the determination of whether some other forum or method would also constitute a “reasonable opportunity to be heard”). For purposes of this Agreement, no act act, or failure to act act, on Employeethe Executive’s part shall be considered deemed “willful” unless it is done, or omitted to be done, by Employee the Executive not in bad good faith or and without reasonable belief that Employeethe Executive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement the Executive's services hereunder for Cause (as defined below) at any time for Causeupon written notice to the Executive. “Cause” In such event, the Executive's services shall mean: (i) fraud against terminate on the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or effective date specified in such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in notice. In the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a Executive's termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect shall promptly pay to the occurrence Executive his then current accrued and unpaid Base Salary and accrued and unpaid bonus for any years preceding the year of an event described termination and other benefits and payments then due (including, without limitation, reimbursement of amounts under Section 3) to which the Executive is entitled hereunder. Except as provided in clause (viiSection 4(h) abovebelow, the foregoing cure period Executive and his beneficiaries, as appropriate, shall be available entitled to Employee only with respect to the first occurrence of the same event described in clause (vii) aboveno other compensation under this Agreement following, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveor as a result of, a termination under these circumstances. For purposes of this Agreement, no act or failure the Company shall have "CAUSE" to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was terminate Executive's services hereunder in the best interests event of any of the following acts or circumstances: (i) acts or omissions by the Executive which constitute intentional material misconduct or a knowing violation of a material written policy of the Company Group. Any act or failure to act based upon authority given pursuant to any of its subsidiaries; (ii) the Executive personally receiving a resolution duly adopted by the Board benefit in money, property or based upon the advice of counsel for services from the Company shall be conclusively presumed to be done, or omitted to be doneany of its subsidiaries or from another person dealing with the Company or any of its subsidiaries, in good faith and in the best interests material violation of applicable law or written Company policy; (iii) willful destruction by Executive of property of the Company Group. In or a subsidiary having a material value to the event Company or such subsidiary; (iv) fraud, embezzlement or theft from the Company, or comparable dishonest activity committed by Executive against the Company, or comparable dishonest activity committed by Executive which might otherwise have a material detrimental effect on the Company; (v) Executive's conviction of Termination for Causeor entering a plea of guilty or nolo contendere to any crime constituting a felony involving fraud, Employee shall be entitled embezzlement or moral turpitude (excluding acts involving a de minimis dollar value and not related to receive the Company or a subsidiary, provided that such acts do not otherwise have a material detrimental effect on the Company); (vi) Executive's gross failure to discharge Executive's duties (other than due to physical or mental illness) commensurate with Executive's title and function or Executive's failure to comply with the lawful directions of the Board of Directors of Parent, or Executive's breach of any earned but unpaid Base Salaryother provision of this Agreement in any material respect, paid as soon as practicable following terminationin any such case that is not cured within thirty (30) days after Executive has received written notice thereof from such Board of Directors; or (vii) a willful and knowing material misrepresentation to the Board of Directors of Parent.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate the Employee’s employment under this Agreement at hereunder upon written notice to the Employee for any time for Cause. “Cause” shall meanof the following reasons: (i) fraud against the Company GroupEmployee’s misuse of alcoholic beverages, controlled substances or other narcotics, which causes misuse has had or is reasonably likely to have a material harm to any member adverse effect on the business or financial affairs of the Company Groupor the reputation of the Company; (ii) willful failure by the Employee to cooperate with the Company in any investigation or formal proceeding; (iii) the commission by the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to, or conviction of the Employee for, a felony (or any willful refusal lesser included offense or crime in exchange for withdrawal of a felony indictment or charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, or any other offense that results in or could result in any prison sentence; (iv) adjudication as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s failure to implement or undertake faithfully, diligently and adequately perform the lawful directives Employee’s duties under this Agreement, that is not corrected within ten days after written notice from the Company, which notice shall set forth the nature of the Board breach; (vi) violation in any material respect of any of the Company’s rules, regulations or such other supervisor as may be assigned policies; (vii) gross insubordination by the Company Group when such directives are materially consistent with Employee in the performance of the Employee’s duties under this Agreement; (iiiviii) engaging in willful conduct (other than at the direction of the Company) that causes material injuryany conduct, monetary action or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided behavior that, in the case reasonable opinion of the occurrence Company, has had a material adverse effect on the reputation of an event described in clause the Company or the Employee; (viiix) any continued or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail repeated absence from the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for CauseCompany, unless the Company acting in good faith, otherwise determines that such occurrence absence is not reasonably subject to being cured; provided, however, that with respect to approved or excused by the occurrence of an event described in clause (vii) above, CEO or the foregoing cure period shall be available to Employee only with respect to the first occurrence result of the same Employee’s illness, disability or incapacity (in which event described in clause the provisions of Section 4(b) hereof shall control); or (viix) abovemisappropriation of any funds or property of the Company, and such cure period theft, embezzlement or fraud. For the avoidance of doubt, “Cause” shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or mean a failure to act on Employee’s part shall be considered “willful” unless it is doneachieve scientific goals, financial goals or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupforecasted timelines. In the event that the Company shall discharge the Employee pursuant to this Section 4(c), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Employee: (i) any portion of Termination the Employee’s Base Salary for Causethe period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, Employee which benefits shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationin accordance with the terms of those plans.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may discharge the Executive and thereby terminate Employee’s his employment under this Agreement at hereunder upon written notice to the Executive for any time for Cause. “Cause” shall meanof the following reasons: (i) fraud against material violation of any policy regarding substance abuse as may be promulgated by the Company Group, which causes material harm from time to any member of the Company Grouptime; (ii) the willful failure to perform the duties or any willful refusal to implement or undertake the lawful directives responsibilities of the Board or such other supervisor his position as those may be delegated or assigned to the Executive by the Company Group when such directives are materially consistent with Employee’s duties under President and COO or by the Board; (iii) any material breach of any covenant or agreement contained in Sections 6, 7 or 8 of this Agreement; (iiiiv) engaging in willful intentional conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, damage to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesits business reputation; (ivv) conviction of, (by trial or the entering of guilty plea) or a plea of guilty non-contest, nolo contendere or nolo contendere, by Employee similar plea to a financial crime that constitutes a felony (or any statemisdemeanor which the Company determines to have or could have a material adverse effect on the Company or its reputation) which has become non-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsappealable; (vi) theft, misappropriation, embezzlement adjudication as an incompetent; or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach misappropriation of any funds or property of the termsCompany, covenants theft, embezzle ment or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedfraud; provided, however, that with respect only to the occurrence of an event described in clause subsections (viii) and (ii) above, the foregoing Company shall not discharge the Employee for cause unless the Employee fails, refuses or for any reason does not cure period shall be available to Employee only with respect such violation to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests satisfaction of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for within thirty (30) days following written notice from the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupthat there exists a reason for discharge for cause. In the event that the Company shall discharge the Executive pursuant to this Section 5(a), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Executive: (i) any portion of Termination the Executive's Base Salary for Causethe period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Executive under the terms of the executive benefit plans of the Company in which he is a participant, Employee which benefits shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationin accordance with the terms of those plans.

Termination by the Company for Cause. Notwithstanding the foregoingThe Company may, the Company may terminate Employee’s employment under this Agreement at any time and without notice, terminate the Employee for "Cause". “Termination for "Cause” " shall meaninclude but not be limited to termination based upon any of the following: (ia) fraud against repeated failure to perform the Company Group, which causes material harm to any member duties of the Company GroupEmployee's position in a satisfactory manner; (iib) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theftfraud, misappropriation, embezzlement or conversion acts of similar dishonesty; (c) conviction of or entrance of a plea of no contest for a felony involving moral turpitude; (d) illegal use of drugs or excessive use of alcohol in the assets or opportunities of any member of workplace; (e) intentional and willful misconduct that may subject the Company Groupto criminal or civil liability; (viif) a material breach of the termsEmployee's duty of loyalty, covenants including the diversion or representations usurpation of this Agreement corporate opportunities properly belonging to the Company; (g) willful disregard of Company policies and procedures; (h) breach of any of the material terms of the Employment Agreement; and (i) insubordination or any agreement between Employee deliberate refusal to follow the lawful instructions of the Board of Directors of PPIH. Termination for Cause will result in immediate termination, no Severance, no STI for the year of termination, and forfeiture of all unvested Restricted Stock, RSUs and any member other equity awards. Cause shall not exist under subsections (a), (f), or (h) unless the Employee fails to cure the alleged misconduct, breach or violation after being given thirty (30) days' written notice by the Company of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Groupalleged misconduct, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be violation that is asserted as the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate EmployeeExecutive’s employment under this Agreement hereunder for Cause (as defined below) at any time for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm by written Notice of Termination to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveExecutive. For purposes of this Agreement, no act “Cause” shall mean (i) the failure of Executive to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to act on EmployeeExecutive’s part shall be considered “willful” unless it physical or mental illness), (ii) Executive having engaged in misconduct that has caused or is donereasonably expected to result in injury to the Company or any of its affiliates, (iii) a material violation by Executive of a Company policy, (iv) the breach by Executive of any of his obligations hereunder or under any other written agreement or covenant with the Company or any of its affiliates, (v) failure by Executive to timely comply with a lawful direction or instruction given to him by the Chief Executive Officer of Buyer or the Board and (vi) Executive having been convicted of, or omitted entering a plea of guilty or no contest to, a crime that constitutes an indictable offense involving moral turpitude (or comparable crime in any jurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to be done, by Employee in bad faith the assets or without reasonable belief that Employee’s action or omission was in the best interests business of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice any of counsel for the Company shall be conclusively presumed to be doneits affiliates, or omitted to be done, in good faith and in theft of the best interests property of the Company Groupor any of its affiliates. In the event that the Company proposes to terminate Executive’s employment hereunder for any of the reasons set forth in clauses (i), (iii) or (iv) above, Executive shall have a period of ten (10) days following the date on which Executive receives a Notice of Termination from the Company to cure such actions or inactions (if capable of cure) giving rise to such Notice of Termination to the satisfaction of Buyer’s Chief Executive Officer. If Executive fails to cure such actions or inactions during such ten (10) day period, the Company may immediately terminate Executive’s employment for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding The Company shall have the foregoingright, exercisable at any time, to terminate the Company may terminate EmployeeExecutive’s employment under this Agreement at any time with immediate effect for CauseCause (as defined below) by providing written notice in accordance with Section 6.4. For purposes of this Agreement, “Cause” shall mean: (i) fraud against Executive’s gross negligence or willful misconduct in the Company Groupperformance of Executive’s duties or willful or repeated failure or refusal to perform any duties reasonably requested by the CEO, which causes material harm to any member of the Company Groupprovided such duties are consistent with his title and position; (ii) willful failure Executive’s act or any willful refusal omission which constitutes misrepresentation or fraud and which causes, or is reasonably likely to implement cause, more than de minimis harm to the Company, Parent or undertake its affiliates (together with Parent, the lawful directives of the Board “Group”), including its or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementtheir business or reputation; (iii) engaging in willful conduct (other than at the direction Executive’s material violation of the Company) ’s or the Group’s lawful and material policies or procedures of which the Executive has had prior written notice or any laws, regulations or rules that causes are material injury, monetary or otherwise, to any member the business of the Company or the Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) Executive’s material breach of this Agreement or the Proprietary Information and Inventions Agreement; (v) Executive’s commission, indictment on charges related to, conviction of, or the entering of a plea of guilty or nolo contendere, by Employee no contest to a financial crime felony or similar or equivalent charge pursuant to applicable law, involving dishonesty that constitutes a felony (caused, or is reasonable likely to cause, more than de minimis harm to the Company or any state-law equivalent) entity in the Group, including its or involves moral turpitude; (v) the entry of any order their business or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsreputation; (vi) theftExecutive’s misappropriation of Company or Group assets or breach of his fiduciary duties to the Company or the Group; provided, misappropriationhowever, embezzlement that a termination shall not be a termination for Cause with respect to any event or conversion circumstance described in clauses (i), (iii), or (iv) that is reasonably susceptible of cure (as determined by the Company in its reasonable discretion) (a “Curable Event”) unless (a) Executive has been given written notice of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee Curable Event and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have at least ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon (b) the Curable Event or circumstance remains uncured at the end of such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedten (10) business day period; provided, however, that with respect if such failure to cure cannot reasonably be remedied within such ten (10) business day period (as determined by the occurrence of an event described Company in clause (vii) aboveits reasonable discretion), the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period it shall not be available to Employee with respect to any subsequent occurrence of an event described in clause constitute Cause hereunder if the Executive shall commence such remedy within such ten (vii10) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith business day period and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthereafter diligently pursues such remedy and causes its completion within thirty (30) days thereafter.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement the Executive's services hereunder for Cause (as defined below) at any time for Causeupon written notice to the Executive. “Cause” In such event, the Executive's services shall mean: (i) fraud against terminate on the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or effective date specified in such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in notice. In the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a Executive's termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect shall promptly pay to the occurrence Executive his then current accrued and unpaid Base Salary and other benefits and payments then due (including, without limitation, reimbursement of an event described in clause amounts under Section 3 (viiother than payments under any bonus plan for the year of termination)) aboveto which the Executive is entitled hereunder. The Executive and his beneficiaries, the foregoing cure period as appropriate, shall be available entitled to Employee only with respect to the first occurrence of the same event described in clause (vii) aboveno other compensation under this Agreement following, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveor as a result of, a termination under these circumstances. For purposes of this Agreement, no act or failure the Company shall have "Cause" to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was terminate Executive's services hereunder in the best interests event the Company or Parent shall determine in good faith that any of the following has occurred: (A) acts or omissions by the Executive which constitute material misconduct or a knowing violation of a material written policy of the Company Group. Any or any of its subsidiaries (provided Executive has been provided with a copy of such material written policy), (B) the Executive or any affiliated or related person or entity receiving a benefit in money, property or services from the Company or any of its subsidiaries or from another person dealing with the Company or any of its subsidiaries, in material violation of applicable law or Company policy, (C) an act of fraud, conversion, misappropriation, or failure to act based upon authority given pursuant to a resolution duly adopted embezzlement by the Board Executive or based upon the advice of counsel for the Company shall be conclusively presumed to be donehis conviction of, or omitted to be doneentering a guilty plea or plea of no contest with respect to, in good faith and in a felony, or the best interests equivalent thereof, (D) a material breach by the Executive of any of the Company Group. In provisions of Section 6 or Section 7 hereof, (E) the event Executive's failure or refusal (whether intentional, reckless or negligent) to perform his duties under this Agreement or (F) any other breach by the Executive of Termination for Cause, Employee shall be entitled to receive this Agreement in any earned but unpaid Base Salary, paid as soon as practicable following terminationmaterial respect.

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate Employee’s employment under this Agreement at any time for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act "For Cause" shall mean: (a) the Employee is convicted of a crime involving moral turpitude, dishonesty, or physical harm to any person, whether or not such conduct is undertaken in relation to any of the Group Companies or their business; (b) the Employee willfully engages in conduct that is in bad faith and materially injurious to any of the Group Companies, including but not limited to misappropriation of trade secrets, fraud or embezzlement relating to the property of any of the Group Companies or the Employee engaging in competition with any of the Group Companies; (c) the Employee commits a material breach of this Agreement or of the Restrictive Covenants Agreement (or any similar agreement which may be signed by the Employee in the future), which breach is not cured within thirty (30) days after written notice to the Employee from the Company; (d) the Employee willfully refuses to implement or follow a lawful policy or directive of the Group Companies, which breach is not cured within thirty (30) days after written notice to the Employee from the Company; or (e) the Employee engages in misfeasance or malfeasance demonstrated by a pattern or failure to act on perform job duties diligently and professionally. The Company may terminate the Employee’s part 's employment For Cause at any time, without any advance notice, subject to any applicable cure period. The Company shall be considered “willful” unless it pay the Employee all compensation to which he is doneentitled up through the date of termination, subject to any other rights or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests remedies of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith under law; and in the best interests thereafter all obligations of the Company Group. In the event of Termination for Cause, Employee under this Agreement shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationcease.

Termination by the Company for Cause. Notwithstanding The Company may, at its option, by written notice to the foregoingExecutive, terminate this Agreement and the Company may terminate EmployeeExecutive’s employment under this Agreement at any time hereunder for Cause. “Cause” shall mean”, which means any of the following: (a) the Executive being arrested for, charged with, and convicted of, or pleading guilty or nolo contendere to, a felony involving (i) fraud any crime against the Company Groupor any of its subsidiaries of affiliates or the shareholders of the Company, or (ii) any crime involving moral turpitude that materially and adversely affects his ability to perform effectively hereunder, or which causes material harm the Members, in their sole discretion, determine is reasonably likely to any member materially and adversely affect the reputation of the Company Groupor the Members; (iib) willful failure or the violation by the Executive of any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned provisions of SECTION 6 hereof; (c) the engagement by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging Executive in willful conduct (other than any act of theft, embezzlement, fraud or dishonesty resulting or intended to result in gain or personal enrichment of the Executive at the direction of the Company) that causes material injury, monetary or otherwise, to any member expense of the Company Group, or that reflects adversely on any member of the Company Group, its subsidiaries or that materially affects Employee’s ability to perform Employee’s dutiesaffiliates; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (viid) a material breach by the Executive of any of his material duties or obligations hereunder or failure to comply with any material provisions of the terms, covenants employee handbook or representations of this Agreement or any agreement between Employee and any member other material policies of the Company Group; or (viiito the extent and as they exist from time to time) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of having received written notice thereofthereof specifically identifying the manner in which the Executive has breached or failed to comply with his obligations, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect the Executive shall have thirty (30) calendar days to cure (other than any such failure resulting from the Executive’s Disability); (e) the failure to provide the required proof of the right to work in the United States as required herein; (f) any representation or warranty of the Executive continued herein shall not have been true and correct in all material respects when and as made; (g) the Executive’s knowing, material violation of any law, rules or regulation applicable to the occurrence Company or any act of an event described omission or commission in clause the performance of his duties under this Agreement amounting to gross negligence, willful misconduct, breach of fiduciary duty or obligations hereunder regarding corporate opportunities, conflict of interest or self-dealing; and/or (viih) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or Executive’s failure to act on Employee’s part shall be considered “willful” unless it is done, reasonably cooperate in any audit or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests investigation of the Company Group. Any act or failure its subsidiaries, following thirty (30) days’ notice and a chance to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and cure within such time period unless such breach is incurable in the best interests reasonable determination of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.Board;

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of Cause upon written notice thereof, stating to the Executive setting forth in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence nature of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveCause. For purposes of this Agreement, no act or “Cause” means the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s material failure to act on Employee’s part shall be considered “willful” unless it is doneperform (other than by reason of disability), or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was substantial misconduct in the best interests performance of, the Executive’s duties and responsibilities for the Company or any of its Subsidiaries which causes material harm to the Company; (ii) the Executive’s material and demonstrable breach of any provision of Section 3 or of any other confidentiality, invention assignment, or other restrictive covenant obligation set forth in any written agreement by and between the Executive and the Company or any of its Subsidiaries; (iii) the Executive’s material and demonstrable breach of any other provision of this Agreement or any other written agreement by and between the Executive and the Company or any of its Subsidiaries; (iv) the Executive’s material violation of any applicable policy or code of conduct of the Company Groupor any of its Subsidiaries which violation causes material reputational or financial harm to the Company; or (v) the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Any act or failure Notwithstanding anything to act based upon authority given the contrary in the foregoing, a circumstance otherwise giving rise to Cause pursuant to a resolution duly adopted the foregoing clause (i), (ii), (iii) or (iv), if capable of cure, will not constitute Cause if cured by the Board or based upon Executive within ten (10) days following the advice of counsel for Company’s notice to the Executive thereof; provided, however, that the Company shall will not be conclusively presumed required to be done, provide any such notice or omitted opportunity to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled cure with respect to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationsubsequent substantially similar or related conduct.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate the Employee’s employment under this Agreement at hereunder upon written notice to the Employee for any time for Cause. “Cause” shall meanof the following reasons: (i) fraud against the Company GroupEmployee’s misuse of alcoholic beverages, controlled substances or other narcotics, which causes misuse has had or is reasonably likely to have a material harm to any member adverse effect on the business or financial affairs of the Company Groupor the reputation of the Company; (ii) willful failure by the Employee to cooperate with the Company in any investigation or formal proceeding; (iii) the commission by the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to, or conviction of the Employee for, a felony (or any willful refusal lesser included offense or crime in exchange for withdrawal of a felony indictment or charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, or any other offense that results in or could result in any prison sentence; (iv) adjudication as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s failure to implement or undertake faithfully, diligently and adequately perform the lawful directives Employee’s duties under this Agreement, that is not corrected within ten days after written notice from the Company, which notice shall set forth the nature of the Board breach; (vi) violation in any material respect of any of the Company’s rules, regulations or such other supervisor as may be assigned policies; (vii) gross insubordination by the Company Group when such directives are materially consistent with Employee in the performance of the Employee’s duties under this Agreement; (iiiviii) engaging in willful conduct (other than at the direction of the Company) that causes material injuryany conduct, monetary action or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided behavior that, in the case reasonable opinion of the occurrence Board, has had a material adverse effect on the reputation of an event described in clause the Company or the Employee; (viiix) any continued or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail repeated absence from the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for CauseCompany, unless the Company acting in good faith, otherwise determines that such occurrence absence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act approved or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted excused by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests result of the Company GroupEmployee’s illness, disability or incapacity (in which event the provisions of Section 4(b) hereof shall control); or (x) misappropriation of any funds or property of the Company, theft, embezzlement or fraud. In the event that the Company shall discharge the Employee pursuant to this Section 4(c), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Employee: (i) any portion of Termination the Employee’s Base Salary for Causethe period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, Employee which benefits shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationin accordance with the terms of those plans.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement hereunder for Cause at any time for Cause. “Cause” shall mean: (i) fraud against the Company Groupafter providing written notice to Employee, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee notice shall have ten (10) business days after receipt of written notice thereof, stating provide in reasonable detail the actions or omissions purporting to constitute reason(s) for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovetermination. For purposes of this Agreement, no “Cause” shall mean any of the following: (i) Employee’s willful or intentional failure or refusal to perform or observe Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under (by virtue of Employee’s office), this Agreement where such failure or refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Company, provided that such obligation to provide written warning and the related right to cure shall not apply to (x) such matters as are not curable, or (y) repeated violations of this clause (i); (ii) acts or omissions by Employee involving Employee’s gross negligence related to the discharge of Employee’s duties; (iii) any act or failure to act on by Employee constituting fraud or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, dishonesty or moral turpitude (collectively, “Fraud”); (iv) conviction of (or a plea of nolo contendere to) an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; (v) any willful or intentional act or omission by Employee which is intended to or which materially injures the reputation, business or business relationships of the Company, or Employee’s part shall be considered “willful” unless it is donereputation or business relationships; (vi) alcoholism, drug abuse or omitted to be done, by Employee in bad faith or without reasonable belief that other substance abuse having a material adverse effect on the performance of Employee’s action duties hereunder; or omission was in the best interests (vii) Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of the Company Group. Any act not contrary to the provisions of this Agreement, where such failure or failure refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Company, provided that such obligation to act based upon authority given pursuant provide written warning and the related right to a resolution duly adopted by the Board or based upon the advice of counsel for the Company cure shall be conclusively presumed not apply to be done(x) such matters as are not curable, or omitted to be done, in good faith and in the best interests (y) repeated violations of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthis clause (vii).

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate EmployeeThe Executive’s employment under this Agreement at any time may be terminated by the Company for Cause. “Cause” shall meanCause in the event of: (i) fraud against the Company GroupExecutive’s failure (except where due to a Disability), which causes neglect, or refusal to perform in any material harm to any member of the Company Grouprespect Executive’s duties and responsibilities; (ii) willful failure any act of Executive that has, or any willful refusal could reasonably be expected to implement or undertake have, the lawful directives effect of injuring the business of the Board Company or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementits affiliates in any material respect; (iii) engaging Executive’s conviction of, or plea of guilty or no contest to: (y) a felony, or (z) any other criminal charge that has, or could be reasonably expected to have, an adverse impact on the performance of Executive’s duties to the Company or otherwise result in willful conduct (other than at material injury to the direction reputation or business of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction ofExecutive’s commission of an act of fraud or embezzlement against the Company, or any other act that is detrimental to the entering of a plea of guilty Company’s business or nolo contendere, by Employee to a financial crime that constitutes a felony (creates or any state-law equivalent) reasonably could create negative or involves moral turpitudeadverse publicity for the Company; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, violation by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision Executive of the Investment Company Act policies of 1940the Company, including but not limited to those relating to discrimination, harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, as amended, or the Securities Exchange Act of 1934, as may be amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsfrom time to time; (vi) theft, misappropriation, embezzlement Executive’s violation of federal or conversion of the assets or opportunities of any member of the Company Groupstate laws; (vii) a material breach Executive’s unauthorized use or disclosure of the terms, covenants any confidential or representations of this Agreement proprietary information or any agreement between Employee and any member trade secrets of the Company Groupor of any other party to whom Executive or the Company owes an obligation of nondisclosure or confidentiality; or (viii) a willful violation Executive’s breach of any of the written rules or policies terms of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in this Agreement. Any Cause termination relying on clause (viii) or (viiiii), to the extent the Company finds that such act(s) aboveor failure(s) to act are curable, Employee Executive shall have be given ten (10) business days after receipt of days’ written notice thereofby the Company of its intention to terminate him with Cause, stating in reasonable detail with such notice to state the actions act(s) or omissions purporting failure(s) to act that constitute such breach or violation, to curethe grounds on which the proposed termination for Cause is based, and upon with such cure, termination becoming effective at the expiration of the ten (10) day notice period unless Executive has fully cured such event shall not be deemed act(s) or failure(s) to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect act to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on EmployeeCompany’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupcomplete satisfaction. In the event of Termination a termination for Cause, Employee Executive shall be entitled paid his base salary through the date of termination and any cure notice period, as well as any unpaid or unreimbursed expenses incurred in accordance with Paragraph 4. For avoidance of doubt, the Company shall not be obligated to receive pay the Executive any earned but unpaid Base Salaryother compensation, paid as soon as practicable following terminationand there shall be no obligation to pay Executive for the balance of the term of the Agreement.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate the Employee’s employment under hereunder and this Agreement at any time immediately (unless stated otherwise) upon written notice to the Employee for Cause. “Cause.” For purposes of this Agreement, Cause shall meanbe defined as: (i) fraud against the Company GroupEmployee’s use of alcoholic beverages, controlled substances or other narcotics, which causes use has had or is reasonably likely to have a material harm to any member adverse effect on the business or financial affairs of the Company Groupor the reputation of the Company; (ii) willful failure by the Employee to cooperate with the Company in any investigation or formal proceeding; (iii) the commission by the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to, or conviction of the Employee for, a felony (or any willful refusal lesser included offense or crime in exchange for withdrawal of a felony indictment or charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, or any other offense that results in or could result in any prison sentence; (iv) adjudication of Employee as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s failure to implement or undertake faithfully, diligently and adequately perform the lawful directives Employee’s duties under this Agreement, that is not corrected within ten days after written notice from the Company, which notice shall set forth the nature of the Board breach; (vi) violation by Employee in any material respect of any of the Company’s rules, regulations or such other supervisor as may be assigned policies; (vii) gross insubordination by the Company Group when such directives are materially consistent with Employee in the performance of the Employee’s duties under this Agreement; (iiiviii) engaging in willful conduct (other than at the direction of the Company) that causes material injuryany conduct, monetary action or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, behavior by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case reasonable opinion of the occurrence Company, has had or is likely to have a material adverse effect on the reputation of an event described in clause the Company or the Employee; (viiix) any continued or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination repeated absence of Employee for Causefrom the Company, unless the Company acting in good faith, otherwise determines that such occurrence absence is not reasonably subject to being cured; provided, however, that with respect to approved or excused by the occurrence of an event described in clause (vii) above, CEO or the foregoing cure period shall be available to Employee only with respect to the first occurrence result of the same Employee’s illness, disability or incapacity (in which event described in clause the provisions of Section 4(b) hereof shall control); or (viix) abovemisappropriation by Employee of any funds or property of the Company, and such cure period theft, embezzlement or fraud. For the avoidance of doubt, “Cause” shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or mean a failure to act on Employee’s part shall be considered “willful” unless it is doneachieve scientific goals, financial goals or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupforecasted timelines. In the event that the Company shall discharge the Employee pursuant to this Section 4(c), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Employee: (i) any portion of Termination the Employee’s Base Salary for Causethe period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, Employee which benefits shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationin accordance with the terms of those plans.

Termination by the Company for Cause. Notwithstanding The Company shall have the foregoingright, exercisable at any time, to terminate the Company may terminate EmployeeExecutive’s employment under this Agreement at any time with immediate effect for CauseCause (as defined below) by providing written notice in accordance with Section 6.4. For purposes of this Agreement, “Cause” shall mean: (i) fraud against Executive’s gross negligence or willful misconduct in the Company Groupperformance of Executive’s duties or willful or repeated failure or refusal to perform any duties reasonably requested by the Board, which causes material harm to any member of the Company Groupprovided such duties are consistent with his title and position; (ii) willful failure Executive’s act or any willful refusal omission which constitutes misrepresentation or fraud and which causes, or is reasonably likely to implement cause, more than de minimis harm to the Company, Parent or undertake its affiliates (together with Parent, the lawful directives of the Board “Group”), including its or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementtheir business or reputation; (iii) engaging in willful conduct (other than at the direction Executive’s material violation of the Company) ’s or the Group’s lawful and material policies or procedures of which the Executive has had prior written notice or any laws, regulations or rules that causes are material injury, monetary or otherwise, to any member the business of the Company or the Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) Executive’s material breach of this Agreement or the Proprietary Information and Inventions Agreement; (v) Executive’s commission, indictment on charges related to, conviction of, or the entering of a plea of guilty or nolo contendere, by Employee no contest to a financial crime felony or similar or equivalent charge pursuant to applicable law, involving dishonesty that constitutes a felony (caused, or is reasonable likely to cause, more than de minimis harm to the Company or any state-law equivalent) entity in the Group, including its or involves moral turpitude; (v) the entry of any order their business or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsreputation; (vi) theftExecutive’s misappropriation of Company or Group assets or breach of his fiduciary duties to the Company or the Group; provided, misappropriationhowever, embezzlement that a termination shall not be a termination for Cause with respect to any event or conversion circumstance described in clauses (i), (iii), or (iv) that is reasonably susceptible of cure (as determined by the Company in its reasonable discretion) (a “Curable Event”) unless (a) Executive has been given written notice of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee Curable Event and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have at least ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon (b) the Curable Event or circumstance remains uncured at the end of such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedten (10) business day period; provided, however, that with respect if such failure to cure cannot reasonably be remedied within such ten (10) business day period (as determined by the occurrence of an event described Company in clause (vii) aboveits reasonable discretion), the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period it shall not be available to Employee with respect to any subsequent occurrence of an event described in clause constitute Cause hereunder if the Executive shall commence such remedy within such ten (vii10) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith business day period and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthereafter diligently pursues such remedy and causes its completion within thirty (30) days thereafter.

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall meanmeans the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) fraud against the Executive’s willful and material failure to perform (other than by reason of disability), or substantial misconduct in the performance of, the Executive’s duties and responsibilities for the Company Group, or any of its Affiliates which causes material harm to any member of the Company GroupCompany; (ii) willful failure or any willful refusal to implement or undertake the lawful directives Executive’s material and demonstrable breach of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of Section 3 or any other confidentiality, invention assignment or other restrictive covenant obligation set forth in any written agreement by and between the Investment Executive and the Company Act or any of 1940, as amended, or its Affiliates;(iii) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books Executive’s material and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities demonstrable breach of any member of the Company Group; (vii) a material breach of the terms, covenants or representations other provision of this Agreement or any other written agreement by and between Employee the Executive and the Company or any member of its Affiliates; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company Groupor any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (viiiv) a willful violation the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, contrary in the case of foregoing, a circumstance otherwise giving rise to Cause pursuant to the occurrence of an event described in foregoing clause (viii), (ii), (iii) or (viiiiv), (X) above, Employee shall have ten (10) business days after receipt if capable of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall will not be deemed constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedExecutive thereof; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall Company will not be available required to Employee provide any such notice or opportunity to cure with respect to any subsequent occurrence of an event described in clause substantially similar or related conduct and (viiY) above. For for purposes of this Agreementdefinition, no act or failure to act on Employee’s the part of Executive shall be considered “willful” unless it is the Board believes in good faith that such action or omission was done, or omitted to be done, by Employee Executive in bad faith or without the reasonable belief that EmployeeExecutive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding The Company shall have the foregoing, the Company may right to terminate Employee’s employment under this Agreement for cause at any time for Causeby giving written notice to A&M and Alvarez. “Cause” The Company shall mean: have "xxxxx" if, prior to such termination, (i) fraud against the Company GroupCompany's Board of Directors makes a determination in good faith of A&M's, which causes material harm to Alvarez's or any member Support Employex'x xxxxxul misconduct or breach of the Company Group; fiduciary duty, (ii) willful failure any of A&M, Alvarez or any willful refusal to implement Support Employee (the "X&M Parties") commits any material act of fraud, dishonesty, embezzlement or undertake misappropriation of funds or property in connection with the lawful directives of the Board services rendered hereunder, or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction any of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) A&M Parties commits a material breach of any of their respective obligations hereunder, and shall fail to remedy such breach within 30 days after having received written notice from the terms, covenants or representations of Company. If this Agreement or any agreement between Employee and any member of is terminated by the Company Group; or for cause under this Section 7(a), then (viiii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event A&M Parties shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salaryfurther compensation under this Agreement, (ii) all unexercised A&M Options, whether or not then vested, shall expire, and (iii) the Company shall have the option, for a period of 12 months after such termination, to purchase all of shares of Common Stock then owned by A&M or the Affiliate at a purchase price equal to the lesser of the amount paid by A&M or the Affiliate for such shares of Common Stock or the Fair Market Value (as defined in Section 7(e) below) of such shares of Common Stock, which purchase price shall be applied and set-off first against the amounts outstanding under the Recourse Promissory Note and second against the amounts outstanding under the Non-Recourse Promissory Note, in each case, first to accrued interest and then to principal (such application being referred to as the "Required Application of Proceeds"). The Company shall provide A&M written notice of the Company's intention to exercise its option to purchase the Common Stock owned by A&M or the Affiliate under clause (iii) above prior to the expiration of the 12 month period referred to in clause (iii), and the closing of such purchase shall occur as soon as practicable following terminationpractically possible after the giving of such notice.

Termination by the Company for Cause. Notwithstanding (i) The Company may terminate the Executive’s employment hereunder for “Cause” (as defined below) by delivering to him a Notice of Termination. For purposes of the foregoing, any of the Company may terminate Employeefollowing shall constitute grounds for terminating the Executive’s employment under this Agreement at any time for Cause. “Cause” shall mean: (iA) the Executive’s pleading “guilty” or “no contest” to, or his conviction of, a felony or any crime involving moral turpitude, (B) his commission of any act of fraud against or any act of personal dishonesty involving the Company Group, which causes material harm to any member property or assets of the Company Group; intended to result in substantial financial enrichment to the Executive, (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (viiC) a material breach by the Executive of the terms, covenants one or representations more of his obligations under Section 9 of this Agreement or his Proprietary Information and Inventions Agreement with the Company, (D) a material breach by the Executive of any of his other obligations under this Agreement or any other agreement between Employee and with the Company, (E) the Executive’s commission of a material violation of Company policy which would result in an employment termination if committed by any member other employee of the Company Group; or his gross misconduct, (viiiF) the Executive’s material dereliction of the major duties, functions and responsibilities of his executive position (other than a failure resulting from the Executive’s incapacity due to physical or mental illness), (G) a willful violation material breach by the Executive of any of the written rules or policies of any member Executive’s fiduciary obligations as an officer of the Company Groupor (H) the Executive’s willful and knowing participation in the preparation or release of false or materially misleading financial statements relating to the Company’s operations and financial condition or his willful and knowing submission of any false or erroneous certification required of him under the Sxxxxxxx-Xxxxx Act of 2002 or any securities exchange on which shares of the Company’s Class A common stock are at the time listed for trading. However, which causes material harm prior to any member termination of the Company Group, provided that, in the case Executive’s employment for Cause based on any of the occurrence reasons specified in clauses (C) through (F) and the delivery of an event described a Notice of Termination in clause (vii) or (viii) aboveconnection therewith, Employee the Company shall have ten (10) business days after receipt of give written notice thereof, stating in reasonable detail to the Executive of the actions or omissions purporting deemed to constitute the grounds for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless and the Company acting Executive shall have a period of not less than sixty (60) calendar days after the receipt of such notice in good faith, otherwise determines that such occurrence is not reasonably subject which to being cured; provided, however, that with respect to cure the occurrence of an event described specified default in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, his performance and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to thereby avoid a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event Notice of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationunder this subsection (b)(i).

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate the Employee’s employment under this Agreement at hereunder upon written notice to the Employee for any time for Cause. “Cause” shall meanof the following reasons: (i) fraud against the Company GroupEmployee’s misuse of alcoholic beverages, controlled substances or other narcotics, which causes misuse has had or is reasonably likely to have a material harm to any member adverse effect on the business or financial affairs of the Company Groupor the reputation of the Company; (ii) willful failure by the Employee to cooperate with the Company in any investigation or formal proceeding; (iii) the commission by the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to, or conviction of the Employee for, a felony (or any willful refusal lesser included offense or crime in exchange for withdrawal of a felony indictment or charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, or any other offense that results in or could result in any prison sentence; (iv) adjudication as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s failure to implement or undertake faithfully, diligently and adequately perform the lawful directives Employee’s duties under this Agreement, that is not corrected within ten days after written notice from the Company, which notice shall set forth the nature of the Board breach; (vi) violation in any material respect of any of the Company’s rules, regulations or such other supervisor as may be assigned policies; (vii) gross insubordination by the Company Group when such directives are materially consistent with Employee in the performance of the Employee’s duties under this Agreement; (iiiviii) engaging in willful conduct (other than at the direction of the Company) that causes material injuryany conduct, monetary action or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided behavior that, in the case reasonable opinion of the occurrence Company, has had a material adverse effect on the reputation of an event described in clause the Company or the Employee; (viiix) any continued or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail repeated absence from the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for CauseCompany, unless the Company acting in good faith, otherwise determines that such occurrence absence is not reasonably subject to being cured; provided, however, that with respect to approved or excused by the occurrence of an event described in clause (vii) above, CEO or the foregoing cure period shall be available to Employee only with respect to the first occurrence result of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part illness, disability or incapacity (in which event the provisions of Section 4(b) hereof shall be considered “willful” unless it is done, control); or omitted to be done, by Employee in bad faith (x) misappropriation of any funds or without reasonable belief that Employee’s action or omission was in the best interests property of the Company Group. Any act Company, theft, embezzlement or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupfraud. In the event that the Company shall discharge the Employee pursuant to this Section 4(c), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Employee: (i) any portion of Termination the Employee’s Base Salary for Causethe period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, Employee which benefits shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationin accordance with the terms of those plans.

Termination by the Company for Cause. Notwithstanding any provision in this Agreement to the foregoingcontrary, this Agreement may be terminated by the Company may terminate Employee’s employment under this Agreement for "Cause" at any time for Cause. “Cause” shall mean: (i) fraud against during the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) aboveTerm hereof, and such cure period termination shall not be available effective immediately upon written notice to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovethe Employee. For purposes of this Agreement, no act or failure to act on "Cause" for the termination of the Employee’s part 's employment hereunder shall be considered “willful” unless it is donedeemed to exist only if, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests reasonable judgment of the Company GroupCompany's Board of Directors: (a) the Employee commits fraud, theft or embezzlement against any of the Companies; (b) the Employee commits a felony or a crime involving moral turpitude; (c) the Employee discloses trade secrets or other proprietary information of Chancellor or any of the Companies or any subsidiary or affiliate thereof to any unauthorized person or entity; (d) the Employee breaches any non-competition or non-solicitation agreement with Chancellor or any of the Companies or any subsidiary or affiliate thereof; (e) the Employee breaches any of the terms of this Agreement (other than those referenced in clauses (c) and (d) of this Section 5.1) and fails to cure such breach within twenty (20) days after the receipt of written notice of such breach from the Company; or (f) the Employee engages in gross negligence or willful misconduct that causes harm (or could reasonably be expected to cause harm) to the business and operations of Chancellor or any of the Companies or a subsidiary or affiliate thereof. Any act or failure to act based upon authority given Upon any termination pursuant to a resolution duly adopted by this Section 5.1, the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive be paid solely the Employee's salary then in effect through the effective date of termination, and the Company shall have no further liability or other obligation of any earned but unpaid Base Salary, paid as soon as practicable following terminationkind whatsoever to the Employee hereunder.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employeethe Term and Executive’s employment under this Agreement at any time for Cause (as defined below), and such termination for Cause shall be effective immediately upon provision of notice to Executive that her employment has been terminated for Cause. For purposes of this Agreement, “Cause” shall mean: (i) fraud against the Company GroupExecutive’s willful breach of Section 7(b), which causes material harm to any member (c), or (d) or Sections 8, 9, or 10 of the Company Groupthis Agreement; (ii) Executive’s willful failure or any willful refusal to implement or undertake the follow a lawful directives directive of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this AgreementBoard; (iii) engaging Executive’s willful misconduct or gross negligence in willful conduct (other than at the direction performance or nonperformance of the Company) that causes material injury, monetary any of her duties or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesresponsibilities; (iv) conviction of, Executive’s dishonesty or fraud with respect to the entering business or affairs of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitudeJ.Xxxx Company; (v) Executive’s conviction of or plea of no contest to any misdemeanor involving theft, fraud, dishonesty, or act of moral turpitude or any felony that in either case results, or would reasonably be expected to result, in material harm to the entry of any order business or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision reputation of the Investment Company Act of 1940, as amended, Company; or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theftExecutive’s use of alcohol or drugs in a manner that materially interferes with the performance of her duties for the J.Xxxx Companies; provided, misappropriationhowever, embezzlement that in the event of a breach, a failure or conversion of the assets or opportunities of any member of the Company Group; negligence described in clauses (viii), (ii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viiiiii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, and in the case first instance of a use of alcohol or drugs having the occurrence of an event consequence described in clause (vii) or (viii) abovevi), Employee in any such case, which can be cured by Executive, the Company shall have provide Executive with notice of the facts and circumstances which constitute Cause and shall provide Executive no less than ten (10) business days after receipt of written notice thereofin which to cure such breach, stating in reasonable detail the actions failure, negligence or omissions purporting to constitute such breach or violation, to cure, use and upon such cure, such event shall not be deemed to be the basis terminate Executive for a termination of Employee for CauseCause if Executive cures such breach, unless the Company acting in good faithfailure, otherwise determines that negligence or use within such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause ten (vii10) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupday period. In the event of Termination termination of Executive’s employment for Cause, Employee no compensation or benefits shall be entitled payable to receive any earned but unpaid Base SalaryExecutive after the date of such termination, paid except as soon as practicable following terminationprovided for in paragraph 6(f) of this Agreement.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement hereunder for Cause at any time for Cause. “Cause” shall mean: (i) fraud against the Company Groupafter providing written notice to Employee, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee notice shall have ten (10) business days after receipt of written notice thereof, stating provide in reasonable detail the actions or omissions purporting to constitute reason(s) for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovetermination. For purposes of this Agreement, no “Cause” shall mean any of the following: (i) Employee’s willful or intentional failure or refusal to perform or observe any of Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under, this Agreement where such failure or refusal shall not have ceased or been remedied within thirty days following written warning from the Company, provided that such obligation to provide written warning and the related right to cure shall not apply to (x) such matters as are not curable, or (y) repeated violations of this clause (i); (ii) acts or omissions by Employee involving Employee’s gross negligence related to the discharge of Employee’s duties; (iii) any act or failure to act on by Employee constituting fraud or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, dishonesty or moral turpitude (collectively, “Fraud”); (iv) conviction of (or a plea of nolo contendere to) an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; (v) any willful or intentional act or omission by Employee which is intended to or which materially injures the reputation, business or business relationships of the Company, or Employee’s part shall be considered “willful” unless it is donereputation or business relationships; (vi) alcoholism, drug abuse or omitted to be done, by Employee in bad faith or without reasonable belief that other substance abuse having a material adverse effect on the performance of Employee’s action duties hereunder; or omission was in the best interests (vii) Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of the Company Group. Any act not contrary to the provisions of this Agreement, where such failure or failure refusal shall not have ceased or been remedied within thirty days following written warning from the Company, provided that such obligation to act based upon authority given pursuant provide written warning and the related right to a resolution duly adopted by the Board or based upon the advice of counsel for the Company cure shall be conclusively presumed not apply to be done(x) such matters as are not curable, or omitted to be done, in good faith and in the best interests (y) repeated violations of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthis clause (vii).

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s 's employment under hereunder for "Cause", which for the purposes of this Agreement at shall mean any of the following which are susceptible of cure that have not been cured within a reasonable time for Cause. “Cause” shall meanafter notice in writing to the Employee: (i) fraud against the Company Group, which causes willful or material harm to breach by Employee of any member of the Company Groupterms of this Agreement; (ii) willful failure Employee's conviction of (or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contenderecontendere with respect to) any theft, by Employee to a financial fraud or crime that involving moral turpitude or crime or offense involving money or other property of the Company or any affiliate of the Company or which constitutes a felony in the jurisdiction involved; (iii) the engaging by Employee in willful misconduct which is injurious to the Company or its affiliates, monetarily or otherwise, including without limitation any state-law equivalentact or acts that in the reasonable opinion of the Company's Board of Directors, give rise to a material risk of liability for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; (iv) or involves moral turpitudeinsubordination of a material nature; (v) gross negligence by Employee with respect to his or her services to the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsCompany; (vi) theftcontinued and repeated substantive violations of reasonable, misappropriation, embezzlement or conversion specific written directions of the assets Company's Board of Directors, which directions are consistent with this Agreement and Employee's position as an officer or opportunities of any member continued and repeated failure to perform duties assigned by or pursuant to this Agreement or in accordance with the policies of the Company Groupexcept by reason of disability as hereinabove defined; (vii) a any material breach by Employee of the terms, covenants or representations of this Proprietary Information and Inventions Agreement or any agreement between Employee and any member of the Company Groupand Employee; (viii) any material breach by Employee of his fiduciary duty to the Company, including any misappropriation of a corporate opportunity; or (viiiix) a willful violation of the written rules or policies of any member of the Company Groupexcessive absenteeism, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee except as shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, been caused by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupdisability as hereinabove defined. In the event of Termination termination for Cause, the Company shall be under no further obligation hereunder to Employee, and Employee no longer shall be entitled to receive any earned but unpaid Base Salaryother payments, paid rights or benefits under this Agreement. Following any termination for Cause, the Company shall have such rights and remedies as soon as practicable following terminationmay be available to it for any breach of this Agreement or otherwise.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement hereunder for Cause at any time for Cause. “Cause” shall mean: (i) fraud against the Company Groupafter providing written notice to Employee, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee notice shall have ten (10) business days after receipt of written notice thereof, stating provide in reasonable detail the actions or omissions purporting to constitute reason(s) for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovetermination. For purposes of this Agreement, no “Cause” shall mean any of the following: (i) Employee’s willful or intentional failure or refusal to perform or observe any of Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under, this Agreement where such failure or refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Company, provided that such obligation to provide written warning and the related right to cure shall not apply to (x) such matters as are not curable, or (y) repeated violations of this clause (i); (ii) acts or omissions by Employee involving Employee’s gross negligence related to the discharge of Employee’s duties; (iii) any act or failure to act on by Employee constituting fraud or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, dishonesty or moral turpitude (collectively, “Fraud”); (iv) conviction of (or a plea of nolocontendere to) an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; (v) any willful or intentional act or omission by Employee which is intended to or which materially injures the reputation, business or business relationships of the Company, or Employee’s part shall be considered “willful” unless it is donereputation or business relationships; (vi) alcoholism, drug abuse or omitted to be done, by Employee in bad faith or without reasonable belief that other substance abuse having a material adverse effect on the performance of Employee’s action duties hereunder; or omission was in the best interests (vii) Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of the Company Group. Any act not contrary to the provisions of this Agreement, where such failure or failure refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Company, provided that such obligation to act based upon authority given pursuant provide written warning and the related right to a resolution duly adopted by the Board or based upon the advice of counsel for the Company cure shall be conclusively presumed not apply to be done(x) such matters as are not curable, or omitted to be done, in good faith and in the best interests (y) repeated violations of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthis clause (vii).

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall meanmeans the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) fraud against the Executive’s willful and material failure to perform (other than by reason of disability), or substantial misconduct in the performance of, the Executive’s duties and responsibilities for the Company Group, or any of its Affiliates which causes material harm to any member of the Company GroupCompany; (ii) willful failure the Executive’s material and demonstrable breach of any provision of Section 3 or any willful refusal to implement other confidentiality, invention assignment or undertake other restrictive covenant obligation set forth in any written agreement by and between the lawful directives of the Board or such other supervisor as may be assigned by Executive and the Company Group when such directives are materially consistent with Employee’s duties under this Agreementor any of its Affiliates; (iii) engaging in willful conduct (other than at the direction of the Company) that causes Executive’s material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry and demonstrable breach of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any other provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any other written agreement by and between Employee the Executive and the Company or any member of its Affiliates, including award agreements granted under the Plan or the LTIP-1; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company Groupor any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (viiiv) a willful violation the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, contrary in the case of foregoing, a circumstance otherwise giving rise to Cause pursuant to the occurrence of an event described in foregoing clause (viii), (ii), (iii) or (viiiiv), (X) above, Employee shall have ten (10) business days after receipt if capable of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall will not be deemed constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedExecutive thereof; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall Company will not be available required to Employee provide any such notice or opportunity to cure with respect to any subsequent occurrence of an event described in clause substantially similar or related conduct and (viiY) above. For for purposes of this Agreementdefinition, no act or failure to act on Employee’s the part of Executive shall be considered “willful” unless it is the Board believes in good faith that such action or omission was done, or omitted to be done, by Employee Executive in bad faith or without the reasonable belief that EmployeeExecutive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may discharge the Executive and thereby terminate Employee’s his employment under this Agreement at hereunder upon written notice to the Executive for any time for Cause. “Cause” shall meanof the following reasons: (i) fraud against material violation of any policy regarding substance abuse as may be promulgated by the Company Group, which causes material harm from time to any member of the Company Grouptime; (ii) the willful failure to substantially perform the duties or any willful refusal to implement or undertake the lawful directives responsibilities of the Board or such other supervisor his position as those may be delegated or assigned to the Executive by the Company Group when such directives are materially consistent with Employee’s duties under President and CEO or by the Board; (iii) any material breach of any covenant or agreement contained in SECTIONS 6 OR 7 of this Agreement; (iiiiv) engaging in willful intentional conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, damage to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesits business reputation; (ivv) conviction of, (by trial or the entering of guilty plea) or a plea of guilty non-contest, NOLO CONTENDERE or nolo contendere, by Employee similar plea to a financial crime that constitutes a felony (or any statemisdemeanor which the Company determines to have or could have a material adverse effect on the Company or its reputation) which has become non-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsappealable; (vi) adjudication as an incompetent; or (vii) misappropriation of any funds or property of the Company materially affecting the Company, theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedfraud; provided, however, that with respect only to the occurrence of an event described in clause subsections (viii) and (ii) above, the foregoing Company shall not discharge the Executive for cause unless the Executive fails, refuses or for any reason does not cure period shall be available to Employee only with respect such violation to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests satisfaction of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for within 30 days following written notice from the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupthat there exists a reason for discharge for cause. In the event that the Company shall discharge the Executive pursuant to this SECTION 5(a), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Executive: (i) any portion of Termination the Executive's Base Salary for Causethe period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Executive under the terms of the benefit plans of the Company in which he is a participant, Employee which benefits shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationin accordance with the terms of those plans.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employeethe Executive’s employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” shall mean: mean (i) fraud against the Company Group, which causes material harm to any member continued failure of the Company Group; Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), (ii) willful failure the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal of its Subsidiaries, (iii) a material violation by the Executive of a Company policy, (iv) the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, (v) a material failure by the Executive to implement timely comply with a lawful direction or undertake the lawful directives of instruction given to him by the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; Chief Executive Officer, (iiivi) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to the Company’s assets or business or the theft of Company property and (vii) the Executive’s insobriety or involves moral turpitude; use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company’s termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Chief Executive Officer, as amendedapplicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the Securities Exchange Act of 1934, as amended (particular circumstances that constitute the “Exchange Act”), other than provisions requiring grounds on which the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee proposed termination for Cause is based. The Executive shall have ten (10) business days days, after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute receiving such breach or violationspecial notice, to curecure such grounds, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and extent such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause is possible (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted as reasonably determined by the Board or based upon in its sole discretion). If he fails to cure such grounds to the advice of counsel for Board’s reasonable satisfaction, the Company Executive shall thereupon be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination terminated for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoingFor purposes of this Agreement, the Company may terminate Employee’s employment under this Agreement at any time for Cause. “Cause” shall mean: mean (i) fraud against failure or refusal to perform the Company Group, which causes material harm to any member Executive’s duties as President of Xxxx Brass after written notice from the Company GroupCEO; (ii) willful failure misconduct or any willful refusal to implement or undertake gross negligence in the lawful directives performance of the Board or such other supervisor as may be assigned by Executive’s duties to Company that has an adverse effect on the Company Group when such directives are materially consistent with Employee’s duties under this Agreementafter receipt of at least one warning from the Company; (iii) engaging in willful conduct (other than at the direction intentional breach of the Company) that causes material injury, monetary a written covenant with or otherwise, to any member written policy of the Company Group, or that reflects adversely on any member relating to the use and preservation of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesintellectual property and/or confidentiality; (iv) conviction ofbeing impaired by or under the influence of alcohol, illegal drugs or controlled substances while working or while on the entering property of a plea of guilty the Company or nolo contendere, by Employee to a financial crime that constitutes a felony (Xxxx Brass or any state-law equivalent) or involves moral turpitudeof their affiliated entities; (v) the entry conviction of any order or consent decree, whether plea of nolo contendere to a felony; or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theftdishonest, misappropriation, embezzlement disloyal or conversion of illegal conduct or gross misconduct which materially and adversely affects the assets Executive’s performance or opportunities of any member the reputation or business of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement Xxxx Brass or any agreement between Employee and any member of the Company Group; their affiliated entities (it being agreed that a xxxxx offense or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event motor vehicle code shall not be deemed to be the basis for a termination of Employee for constitute Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; ) provided, however, that with respect prior to the occurrence of an event described in determination that “Cause” under clause (viii), (ii), (iii), (iv) aboveor (vi) of this Section 1.05 has occurred, the foregoing cure period Board shall be available to Employee only with respect (x) provide to the first occurrence Executive in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, (y) afford the Executive a thirty (30) day opportunity to remedy any such breach, if such breach is capable of the same event described in clause (vii) abovebeing remedied during such 30 day period, and (z) provide the Executive an opportunity to be heard prior to the final decision to terminate the Executive’s employment hereunder for such “Cause”. Notwithstanding the preceding sentence, the Board may terminate the Executive without any advance notification if the “Cause” event is incapable of reasonably prompt cure period or if the Board determines that its fiduciary duty requires such termination. The Board shall not be available to Employee with respect to make any subsequent occurrence of an event described decision that “Cause” exists in clause (vii) abovegood faith. For purposes of this Agreement, no act or failure to act on Employeethe Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee the Executive in bad faith or without reasonable belief that Employee’s her/his action or omission was in the best interests of the Company Groupor any successor or affiliate. Any act act, or failure to act act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company Company, or any successor or affiliate, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for CauseCompany, Employee shall be entitled to receive or any earned but unpaid Base Salary, paid as soon as practicable following terminationsuccessor or affiliate thereof.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate this Agreement and Employee’s employment under this Agreement at any time with the Company for Cause, which shall be effective upon delivery by the Company of written notice to Employee of such termination, subject to any cure period as required herein. For purposes of this Agreement, “Cause” shall mean, with respect to the Employee, one or more of the following: (i) fraud against the Company Groupconviction of the Employee of the commission of a felony or other crime involving moral turpitude (including pleading guilty or no contest to such crime), which causes material harm to any member whether or not such felony or other crime was committed in connection with the business of the Company Group; (ii) the commission of any act or omission involving willful failure misconduct, moral turpitude, misappropriation, embezzlement, dishonesty, or any willful refusal to implement or undertake fraud in connection with the lawful directives performance of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementand responsibilities hereunder; (iii) engaging reporting to work under the influence of alcohol or illegal drugs, or other conduct causing the Company Group public disgrace or disrepute, whether in willful conduct (other than at conjunction with the direction performance of the Company) that causes material injury, monetary or otherwise, to any member Employee’s duties on behalf of the Company Group, Group or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesotherwise; (iv) conviction of, willful failure or refusal to perform material duties and responsibilities as reasonably directed by the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitudeBoard; (v) the entry of any order act or consent decree, whether omission deliberately aiding or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision abetting a competitor of the Investment Company Act of 1940, as amended, Group to the disadvantage or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member detriment of the Company Group; (viivi) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of applicable fiduciary duty to the Company Group; or (viiivii) a willful violation any other material breach of this Agreement. The Company shall not have the written rules right to terminate for Cause under subsections (iii), (iv) or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viiiof this Section 4(d) above, unless and until the Company provides Employee shall have ten (10) business days after receipt of written notice thereofcontaining detailed reasons for the Cause termination and at least fifteen (15) days to cure any act or omission constituting Cause pursuant to such subsections prior to the effective termination date, stating provided however that the act or omission is, in reasonable detail the actions or omissions purporting to constitute such breach or violationfact, to cure, and upon such cure, such curable. In no event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that have more than one cure opportunity with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence recurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, similar actions or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for inactions constituting Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding Executive may be terminated for Cause (as defined below) by the foregoing, the Company may terminate Employee’s employment under this Agreement at any time for CauseCompany. “Cause” shall mean: mean (i) the willful, deliberate, or reckless failure of Executive to substantially perform his duties hereunder, (ii) the commission by the Executive of an act of fraud against the Company GroupCompany, which causes material harm to any member Subsidiary or Affiliate, or any customer, client, vendor or business partner of the Company Group; (ii) willful failure Company, any Subsidiary or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this AgreementAffiliate; (iii) engaging in willful conduct (the Executive knowingly or recklessly providing materially false information concerning the Company to the Board, the board or equivalent body of any Subsidiary or Affiliate, any governmental body, any regulatory agency, any lender or other than at the direction financing source, or any shareholder of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) substantial underperformance by the Executive as evidenced by the Company and its Subsidiaries and Affiliates (on a consolidated basis) falling more than 50% below performance parameters established in good faith by the Board, provided, the initial parameters for performance shall be set by the Board within the first nine months from the date of this Agreement, and, reviewed and updated on a yearly basis by January 31 of each year thereafter; provided, further, in setting performance parameters the Board shall take into consideration, among other matters, the capitalization of the Company, the performance of similarly sized insurance companies, and the performance of the Company’s industry as a whole; (v) Executive’s engaging in willful and serious misconduct that has caused, or could reasonably be expected to result, in material injury to the business, prospects, operations or reputation of the Company or any of its Subsidiaries or Affiliates; (vi) Executive’s conviction of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony (felony; or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) failure to in any material respect perform Executive’s duties as assigned to Executive by the Board from time to time (after a written warning and a 10 day opportunity to cure) or any other material breach of the terms, covenants or representations of this Agreement or any agreement other Agreement between Employee the Executive, on the one hand, and any member of the Company Group; or (viii) a willful violation any of its Subsidiaries or Affiliates on the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationother.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement hereunder for Cause at any time for Cause. “Cause” shall mean: (i) fraud against the Company Groupafter providing written notice to Employee, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee notice shall have ten (10) business days after receipt of written notice thereof, stating provide in reasonable detail the actions or omissions purporting to constitute reason(s) for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovetermination. For purposes of this Agreement, no “Cause” shall mean any of the following: (i) Employee’s willful or intentional failure or refusal to perform or observe Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under (by virtue of Employee’s office), this Agreement where such failure or refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Board, provided that such obligation to provide written warning and the related right to cure shall not apply to (x) such matters as are not curable, or (y) repeated violations of this clause (i); (ii) acts or omissions by Employee involving Employee’s gross negligence related to the discharge of Employee’s duties; (iii) any act or failure to act on by Employee constituting fraud or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, dishonesty or moral turpitude (collectively, “Fraud”); (iv) conviction of (or a plea of nolo contendere to) an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; (v) any willful or intentional act or omission by Employee which is intended to or which materially injures the reputation, business or business relationships of the Company, or Employee’s part shall be considered “willful” unless it is donereputation or business relationships; (vi) alcoholism, drug abuse or omitted to be done, by Employee in bad faith or without reasonable belief that other substance abuse having a material adverse effect on the performance of Employee’s action duties hereunder; or omission was in the best interests (vii) Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of the Company Group. Any act not contrary to the provisions of this Agreement, where such failure or failure refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Company, provided that such obligation to act based upon authority given pursuant provide written warning and the related right to a resolution duly adopted by the Board or based upon the advice of counsel for the Company cure shall be conclusively presumed not apply to be done(x) such matters as are not curable, or omitted to be done, in good faith and in the best interests (y) repeated violations of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthis clause (vii).

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate Employee’s 's employment under this Agreement may be terminated by the Company at any time for Cause. “Only the following actions, failures, or events by or affecting Employee shall constitute "Cause” shall mean" for termination of Employee by the Company: (i) fraud against willful and continued failure by Employee to substantially perform his duties provided herein after a written demand for substantial performance is delivered to Employee by the Company GroupBoard, which causes material harm demand identifies with reasonable specificity the manner in which Employee has not substantially performed his duties, and Employee's failure to any member comply with such demand within a reasonable time, which shall not be less than thirty (30) days after Employee's receipt of the Company Groupsuch demand; (ii) willful failure the engaging by Employee in gross misconduct or gross negligence materially injurious to the Group or any willful refusal to implement or undertake the lawful directives Group Company, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with to Employee’s duties under this Agreement; (iii) engaging in willful conduct (the breach by Employee of confidentiality obligations imposed by this Agreement or of any other than at the direction of restrictive covenant between Employee and the Company) that causes material injury, monetary the Parent Company or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesGroup Company; (iv) the commission of any willful act that is materially detrimental to the best interests of the Group or any Group Company, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Board to Employee; (v) Employee's conviction of, or the entering of a plea of guilty or nolo contendere, by Employee contendre to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decreefelony, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) Employee's fraud, theft, misappropriationcausing or threatening physical harm, embezzlement or conversion of the assets or opportunities of any member of the Company Groupdamaging Group property; (vii) a Employee's material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member written policy of the Company Groupor the Parent Company; (viii) Employee is prohibited or disqualified by law from holding any office in the Company, the Parent Company, any Associated Undertaking or any other company; or (viiiix) a willful violation any of the written rules warranties and representations in Section [15] are, or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided thatbecome, in the case reasonable opinion of the occurrence of an event described in clause (vii) Board, materially inaccurate, untrue or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovemisleading. For purposes of this Agreement, no act No action or failure to act on Employee’s 's part shall will be considered “"willful” " unless it is done, or omitted to be done, by Employee in bad done without the good faith or without reasonable belief that Employee’s such action or omission was in the best interests of the Company, or if it is done upon the advice of Company Groupcounsel. Any act or failure Prior to act based upon authority given pursuant to any termination of Employee for Cause, there shall have been a resolution duly adopted by the vote of not less than a majority of the members of the Board who are not excluded from voting on such resolution for conflicts of interest or based upon other similar reasons finding that the advice of counsel Company has Cause for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests termination of the Company Group. In the event employment of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationunder this Agreement.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate this Agreement and Employee’s employment under this Agreement at any time with the Company for Cause, which shall be effective upon delivery by the Company of written notice to Employee of such termination, subject to any cure period as required herein. For purposes of this Agreement, “Cause” shall mean, with respect to the Employee, one or more of the following: (i) fraud against the Company Groupconviction of the Employee of the commission of a felony or other crime involving moral turpitude (including pleading guilty or no contest to such crime), which causes material harm to any member whether or not such felony or other crime was committed in connection with the business of the Company Group; (ii) the commission of any act or omission involving gross negligence, willful failure misconduct, moral turpitude, misappropriation, embezzlement, dishonesty, or any willful refusal to implement or undertake fraud in connection with the lawful directives performance of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementand responsibilities hereunder; (iii) engaging in willful conduct (other than reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs at the direction workplace, or other conduct causing the Company Group public disgrace or disrepute or significant economic harm, whether in conjunction with the performance of Employee’s duties on behalf of the Company) that causes material injury, monetary Company Group or otherwise, ; (iv) the commission of any act or omission which is significantly injurious to any member of the Company Group, or that reflects adversely on any member monetarily, as determined in the reasonable discretion of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitudeBoard; (v) the entry of any order willful failure or consent decree, whether or not liability is admitted or denied, refusal to perform material duties and responsibilities as reasonably directed by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, CEO or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsBoard; (vi) theft, misappropriation, embezzlement any act or conversion omission deliberately aiding or abetting a competitor of the assets Company Group to the disadvantage or opportunities of any member detriment of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of applicable fiduciary duty to the Company Group; or (viii) a willful violation any other material breach of this Agreement. The Company shall not have the written rules or policies of any member of the Company Groupright to terminate for Cause under subsections (iii), which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (viiv) or (viii) above, of this Section 4(d) unless and until the Company provides Employee shall have ten (10) business days after receipt of written notice thereofcontaining detailed reasons for the Cause termination and at least ten 10 days to cure any act or omission constituting Cause pursuant to such subsections prior to the effective termination date, stating provided however that the act or omission is, in reasonable detail the actions or omissions purporting to constitute such breach or violationfact, to cure, and upon such cure, such curable. In no event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that have more than one cure opportunity with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence recurrence of the same event described in clause or similar actions or inactions constituting Cause. (viie) above, Termination as a Result of Death or Disability of Employee. This Agreement and such cure period the Employee’s employment with the Company shall not terminate automatically upon the date of the Employee’s death without notice by or to either Party. This Agreement and the Employee’s employment with the Company shall be available terminated upon thirty (30) days’ written notice by the Company to the Employee with respect to any subsequent occurrence of an event described in clause (vii) abovethat the Company has made a good faith determination that the Employee has a Disability. For purposes of this Agreement, no act “Disability” means the incapacity or failure inability of the Employee, whether due to act on accident, sickness or otherwise, as confirmed in writing by a medical doctor acceptable to the Company, to perform the essential functions of the Employee’s part shall be considered “willful” unless it is doneposition under this Agreement, or omitted to be done, by Employee in bad faith with or without reasonable belief that accommodation, for an aggregate of ninety (90) days during any twelve (12) month period of the Employee’s action or omission was in employment with the best interests of the Company GroupCompany. Any act or failure to act based upon authority given pursuant to a resolution duly adopted Upon written request by the Board or based upon Company, the advice of counsel for the Company shall be conclusively presumed to be doneEmployee shall, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationpracticable, provide the Company with medical documentation and other information sufficient to enable the Company to determine whether the Employee has a Disability. 5.

Termination by the Company for Cause. Notwithstanding (i) The Company may terminate the Executive’s employment hereunder for “Cause” (as defined below) by delivering to him a Notice of Termination. For purposes of the foregoing, any of the Company may terminate Employeefollowing shall constitute grounds for terminating the Executive’s employment under this Agreement at any time for Cause. “Cause” shall mean: (iA) the Executive’s pleading “guilty” or “no contest” to, or his conviction of, a felony or any crime involving moral turpitude, (B) his commission of any act of fraud against or any act of personal dishonesty involving the Company Group, which causes material harm to any member property or assets of the Company Group; intended to result in substantial financial enrichment to the Executive, (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (viiC) a material breach by the Executive of the terms, covenants one or representations more of his obligations under Section 8 of this Agreement or under his Proprietary Information and Inventions Agreement with the Company, (D) a material breach by the Executive of any of his other obligations under this Agreement or any other agreement between Employee and with the Company, (E) the Executive’s commission of a material violation of Company policy which would result in an employment termination if committed by any member other employee of the Company Group; or his gross misconduct, (viiiF) the Executive’s material dereliction of the major duties, functions and responsibilities of his executive position (other than a failure resulting from the Executive’s incapacity due to physical or mental illness), (G) a willful violation material breach by the Executive of any of the written rules or policies of any member Executive’s fiduciary obligations as an officer of the Company Groupor (H) the Executive’s willful and knowing participation in the preparation or release of false or materially misleading financial statements relating to the Company’s operations and financial condition or his willful and knowing submission of any false or erroneous certification required of him under the Sarbanes- Oxley Act of 2002 or any securities exchange on which shares of the Company’s Class A common stock are at the time listed for trading. However, which causes material harm prior to any member termination of the Company Group, provided that, in the case Executive’s employment for Cause based on any of the occurrence reasons specified in clauses (C) through (F) and the delivery of an event described a Notice of Termination in clause (vii) or (viii) aboveconnection therewith, Employee the Company shall have ten (10) business days after receipt of give written notice thereof, stating in reasonable detail to the Executive of the actions or omissions purporting deemed to constitute the grounds for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless and the Company acting Executive shall have a period of not less than sixty (60) calendar days after the receipt of such notice in good faith, otherwise determines that such occurrence is not reasonably subject which to being cured; provided, however, that with respect to cure the occurrence of an event described specified default in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, his performance and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to thereby avoid a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event Notice of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationunder this subsection (b)(i).

Termination by the Company for Cause. Notwithstanding Prior to the foregoingExpiration Date, the Company may terminate the Employee’s 's employment under and this Agreement at any time for "Cause. “Cause” ," and in such event, the Employment shall mean: (i) fraud against the Company Group, which causes material harm to any member terminate effective upon delivery of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence Employee of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovetermination. For purposes of this Employment Agreement, "Cause" shall mean (i) a material breach by the Employee of his duties and responsibilities under this Employment Agreement (other than due to an Incapacity) or any breach by the Employee of any material term of this Agreement, (ii) the engaging by the Employee in conduct that is demonstrably and materially injurious to the business, reputation, character, or community standing of Company, (iii) the engaging by the Employee in dishonest, fraudulent, or unethical conduct or in other egregious conduct involving serious moral turpitude to the extent that in the reasonable judgment of the Board of Directors, the Employee's reputation and credibility no act longer conform to the standards expected of the Company's executives, (iv) the Employee's admission, confession, plea bargain to or conviction in a court of law or any crime or offense involving misuse or misappropriation of money or other property of Company, (v) neglect of duties; (vi) the Employee's failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in manage the best interests business of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by in the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be doneordinary course, in good faith and in a professional and diligent manner consistent with acceptable business practices; (vii) the best interests Employee acting outside the scope of his duties and responsibilities as set forth in this Agreement; and (viii) a violation by the Company GroupEmployee of any statutory or common law duty to Company, including the duty of loyalty. In the event that the Company exercises the election to terminate the Employment pursuant to this Section 9.2, then the Employment shall terminate effective upon delivery of Termination for Causenotice to the Employee of such termination, and the Employee shall be entitled to receive any earned pro rata accrued but unpaid Base Salaryamounts under Section 3.1 of this Agreement through the date of termination, paid as soon as practicable following terminationbut shall not be entitled to receive any other amounts under this Employment Agreement or otherwise.

Termination by the Company for Cause. Notwithstanding The Company may, immediately and unilaterally, terminate the foregoing, the Company may terminate EmployeeExecutive’s employment under this Agreement at any time for Cause. “Cause” at any time, and the Executive shall meanresign (or be deemed to have resigned, if he does not otherwise do so), as of the Termination Date, from the offices he then holds pursuant to Section 1. A termination of Executive’s employment by the Company shall constitute a termination for “Cause” under this Section 5(B) if such termination is for one or more of the following reasons: (i) fraud against Executive’s willful failure or refusal (except due to Disability (as hereinafter defined)) to perform substantially his duties on behalf of the Company GroupCompany, which causes material harm to IONA PLC or any other member of the Company GroupGroup for a period of 30 days after receiving written notice identifying in reasonable detail the nature of such failure or refusal; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with EmployeeExecutive’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering entry of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitudefelony; (viii) the entry of any order willful misconduct or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, fiduciary duty by Executive which causes material harm to the Company, IONA PLC or any other member of the Company Group; or (iv) Executive’s willful violation of the Nondisclosure Agreement (as defined in Section 6), any other written agreement between the Executive and the Company, IONA PLC or any other member of the Group, provided that, in the case or any written policy of the occurrence Company, IONA PLC or any other member of an event described in clause (vii) the Group, which violation causes material harm to the Company, IONA PLC or (viii) aboveany other member of the Group. Notwithstanding the foregoing, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event Executive shall not be deemed to be the basis have been terminated for Cause unless and until there shall have been delivered to him a termination copy of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon of Directors (excluding Executive if he is then a Director) at a meeting of the advice Board of Directors called and held for (but not necessarily exclusively for) that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel for the Company shall be conclusively presumed of his choice, to be done, or omitted to be doneheard by the Board of Directors) finding that Executive has, in the good faith and in the best interests opinion of the Company GroupBoard of Directors, engaged in conduct constituting Cause and specifying the particulars thereof in reasonable detail. In the event of Termination a termination of Executive’s employment by the Company for CauseCause pursuant to this Section 5(B), Employee the Executive shall be entitled to receive any earned but unpaid Base Salaryno payments, paid as soon as practicable following terminationsalary continuation, severance or other benefits, except for the payment of the Accrued Obligations.

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall meanmeans the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) fraud against the Executive’s willful and material failure to perform (other than by reason of disability), or substantial misconduct in the performance of, the Executive’s duties and responsibilities for the Company Group, or any of its Affiliates which causes material harm to any member of the Company GroupCompany; (ii) willful failure or any willful refusal to implement or undertake the lawful directives Executive’s material and demonstrable breach of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of Section 3 or any other confidentiality, invention assignment or other restrictive covenant obligation set forth in any written agreement by and between the Investment Executive and the Company Act or any of 1940, as amended, or its Affiliates;(iii) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books Executive’s material and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities demonstrable breach of any member of the Company Group; (vii) a material breach of the terms, covenants or representations other provision of this Agreement or any other written agreement by and between Employee the Executive and the Company or any member of its Affiliates; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company Groupor any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (viiiv) a willful violation the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, contrary in the case of foregoing, a circumstance otherwise giving rise to Cause pursuant to the occurrence of an event described in foregoing clause (viii), (ii), (iii) or (viiiiv), (X) above, Employee shall have ten (10) business days after receipt if capable of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall will not be deemed constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedExecutive thereof; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall Company will not be available required to Employee provide any such notice or opportunity to cure with respect to any subsequent occurrence of an event described in clause substantially similar or related conduct and (viiY) above. For for purposes of this Agreementdefinition, no act or failure to act on Employee’s the part of Executive shall be considered “willful” unless it is the Board believes in good faith that such action or omission was done, or omitted to be done, by Employee Executive in bad faith or LEGAL\53952298\2 without the reasonable belief that EmployeeExecutive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employee’s the Executive's employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” "CAUSE" shall mean: mean (iI) fraud against the continued failure of the Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive's physical or mental illness), (II) the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company Groupor any of its Subsidiaries, which causes (III) a material harm to violation by the Executive of a Company policy, (IV) the breach by the Executive of any member of his material obligations hereunder or under any other written agreement or covenant with the Company Group; (ii) willful failure or any willful refusal of its Subsidiaries, (V) material failure by the Executive to implement timely comply with a lawful direction or undertake the lawful directives of instruction given to him by the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; Chief Executive Officer, (iiiVI) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature) , including any offense involving dishonesty as such dishonesty relates to the Company's assets or involves moral turpitude; business or the theft of Company property and (VII) the Executive's insobriety or use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive's duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company's termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Chief Executive Officer, as amendedapplicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the Securities Exchange Act of 1934, as amended (particular circumstances that constitute the “Exchange Act”), other than provisions requiring grounds on which the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee proposed termination for Cause is based. The Executive shall have ten (10) business days days, after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute receiving such breach or violationspecial notice, to curecure such grounds, and upon to the extent such curecure is possible. If he fails to cure such grounds to the Board's reasonable satisfaction, such event the Executive shall not thereupon be deemed to be the basis for a termination of Employee terminated for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may discharge the Executive and thereby terminate Employee’s his employment under this Agreement at hereunder upon written notice to the Executive for any time for Cause. “Cause” shall meanof the following reasons: (i) fraud against material violation of any policy regarding substance abuse as may be promulgated by the Company Group, which causes material harm from time to any member of the Company Grouptime; (ii) the willful failure to substantially perform the duties or any willful refusal to implement or undertake the lawful directives responsibilities of the Board or such other supervisor his position as those may be delegated or assigned to the Executive by the Company Group when such directives are materially consistent with Employee’s duties under President and CEO or by the Board; (iii) any material breach of any covenant or agreement contained in SECTIONS 6 OR 7 of this Agreement; (iiiiv) engaging in willful intentional conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, damage to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesits business reputation; (ivv) conviction of, (by trial or the entering of guilty plea) or a plea of guilty non-contest, NOLO CONTENDERE or nolo contendere, by Employee similar plea to a financial crime that constitutes a felony (or any statemisdemeanor which the Company determines to have or could have a material adverse effect on the Company or its reputation) which has become non-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsappealable; (vi) adjudication as an incompetent; or (vii) material misappropriation of any funds or property of the Company materially affecting the Company, theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedfraud; provided, however, that with respect only to the occurrence of an event described in clause subsections (viii) and (ii) above, the foregoing Company shall not discharge the Executive for cause unless the Executive fails, refuses or for any reason does not cure period shall be available to Employee only with respect such violation to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests satisfaction of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for within 30 days following written notice from the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupthat there exists a reason for discharge for cause. In the event that the Company shall discharge the Executive pursuant to this SECTION 5(A), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Executive: (i) any portion of Termination the Executive's Base Salary for Causethe period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Executive under the terms of the benefit plans of the Company in which he is a participant, Employee which benefits shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationin accordance with the terms of those plans.

Termination by the Company for Cause. Notwithstanding (1) The Company shall have the foregoing, the Company may right to terminate EmployeeExecutive’s employment under this Agreement at any time for CauseCause in accordance with this Section 5(c). (2) For purposes of this Agreement, “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure conviction or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering entry of a plea of guilty or nolo contenderecontendere to (A) any felony or (B) any crime (whether or not a felony) involving moral turpitude, by Employee fraud, theft, breach of trust or other similar acts, whether under the laws of the United States or any state thereof or any similar foreign law to which the person may be subject; (ii) being engaged or having engaged in conduct constituting breach of fiduciary duty, dishonesty, willful misconduct or material neglect relating to the Company or any of its subsidiaries or the performance of a financial crime that constitutes a felony person’s duties; (iii) appropriation (or an overt act attempting appropriation) of a material business opportunity of the Company or any state-law equivalentof its subsidiaries; (iv) misappropriation (or involves moral turpitudean overt act attempting misappropriation) of any funds of the Company or any of its subsidiaries; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities willful failure to (A) follow a reasonable and Exchange Commission against Employee in respect of charges that Employee violated any provision lawful directive of the Investment Company Act or any of 1940, as amendedits subsidiaries at which a person is employed or provides services, or the Securities Exchange Act Board of 1934Directors or (B) comply with any written rules, as amended (regulations, policies or procedures of the “Exchange Act”)Company or a subsidiary at which a person is employed or to which he or she provides services which, other if not complied with, would reasonably be expected to have more than provisions requiring a de minimis adverse effect on the maintenance business or financial condition of proper books and recordsthe Company; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities willful and knowing material violation of any member (I) material rules or regulations of any governmental or regulatory body that are material to the business of the Company Groupor (II) U.S. securities laws; provided that for the avoidance of doubt, a violation shall not be considered as willful or knowing where Executive has acted in a manner consistent with specific advice of outside counsel to the Company; (vii) failure to cooperate, if requested by the Board, with any investigation or inquiry by the Company, the Securities Exchange Commission or another governmental body into Executive’s or the Company’s business practices, whether internal or external, including, but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry; (viii) violation of a material breach of person’s employment, consulting, separation or similar agreement with the terms, covenants or representations of this Agreement Company or any non-disclosure, non-solicitation or non-competition covenant in any other agreement between Employee to which the person is subject; (ix) deliberate and any member of continued failure to perform material duties to the Company Groupor any of its subsidiaries; or (viiix) a willful violation of the written rules or policies Company’s Code of any member Business Conduct and Ethics, as it may be amended from time to time. (3) No termination of Executive’s employment by the Company for Cause pursuant to this Section 5(c) shall be effective unless the provisions of this Section 5(c)(3) shall have been complied with and unless a majority of the Company Groupmembers of the Board have duly voted to approve such termination. Executive shall be given written notice by the Board of its intention to terminate him for Cause, which causes material harm to any member notice (A) shall state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based and (B) shall be given no later than ninety (90) days (or sixty (60) days on or after a Change in Control) after the first meeting of the Company Group, provided that, in Board at which the case Board became aware of the occurrence of an the event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting giving rise to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovegrounds. For purposes of this Agreementagreement, no act or failure “Change in Control” shall have the meaning ascribed to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of 2017 Omnibus Equity Plan. Executive shall have 30 days after receiving such notice in which to cure such grounds, to the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted extent curable, as determined by the Board or based upon the advice of counsel for in good faith. If Executive fails to cure such grounds within such 30-day period, Executive’s employment with the Company shall thereupon be conclusively presumed to be done, or omitted to be done, terminated for Cause. If the Board determines in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.4

Termination by the Company for Cause. Notwithstanding Executive may be terminated for Cause (as defined below) by the foregoingCompany, provided that if the Company may terminate Employeebasis for the Company’s so terminating Executive is described by clause (i) of the definition of Cause, below, Executive shall have been given prior written notice of any proposed termination of his employment under this Agreement at any time for Cause, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination, and Executive shall not have corrected such circumstances, in a manner reasonably satisfactory to the Board, within 20 days of receipt of such written notice. “Cause” shall mean: mean (i) fraud against the Company Groupwillful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness), which causes material harm to any member of the Company Group; (ii) Executive’s engaging in willful failure and serious misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; its Affiliates, (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects EmployeeExecutive’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony felony, (or other than any state-law equivalent) or involves moral turpitude; (v) the entry such crime arising solely as a result of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision Executive’s serving as an officer of the Investment Company Act of 1940Company, provided that Executive has performed in good faith his duties as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member an officer of the Company Group; in the ordinary course of business and consistent with the Company’s policies (viiwhich include in a manner consistent with all fiduciary duties (including the duties of care and loyalty) imposed on or applicable to an officer of a corporation organized and existing pursuant to the Florida Business Corporation Act), (iv) the willful and material breach by Executive of any of his obligations under any other written agreement or covenant with the terms, covenants or representations of this Agreement Company or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Groupits Affiliates, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in breach under the foregoing clause (vii) above. For purposes of this Agreementiv), no act to the extent any such agreement or failure covenant provides for an opportunity to act on Employee’s part cure such breach, Executive shall be considered “willful” unless it is donehave failed to cure such breach within the period specified thereunder, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of (v) at any time while the Company Group. Any act is in default on any of its 12% Senior Secured Convertible Debentures, provided that, with respect to any default under the foregoing clause (v), to the extent any such agreement or failure covenant provides for an opportunity to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for cure such breach, the Company shall be conclusively presumed have failed to be done, or omitted to be done, in good faith and in cure such default within the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationperiod specified thereunder.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement at any time in its sole discretion for Cause. For purposes of this Agreement, “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member death of the Company GroupEmployee; (ii) willful failure the permanent disability of Employee, which shall be defined as the inability of Employee, as a result of physical or mental illness or incapacity, to substantially perform his duties pursuant to this Agreement for a period of one hundred eighty (180) days during any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementtwelve (12) month period; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesconviction of a felony or of a crime involving dishonesty or moral terpitude, including, without limitation, any act or crime involving misappropriation or embezzlement of Company assets or funds; (iv) conviction ofwillful or material wrongdoing by Employee, including, but not limited to, acts of dishonesty or fraud, which could be expected to have a materially adverse effect, monetarily or otherwise, on the entering Company or its subsidiaries or affiliates, as determined by the Company and its Board of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitudeDirectors; (v) material breach by Employee of a material obligation under this Agreement or of his fiduciary duty to the entry of any order Company or consent decree, whether its stockholders; or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theftEmployee’s intentional violation of any applicable local, misappropriationstate or federal law or regulation affecting the Company in any material respect, embezzlement or conversion as determined by the Company and its Board of Directors. Notwithstanding the foregoing, to the extent that any of the assets or opportunities of any member of the Company Group; (vii) a material breach of the termsevents, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting breaches set forth above are able to constitute such breach be remedied or violationcured by Employee, to cure, and upon such cure, such event Cause shall not be deemed to be exist (and thus the basis for a termination of Company may not terminate Employee for CauseCause hereunder) unless Employee fails to remedy or cure such event, unless action or breach within twenty (20) days after being given written notice by the Company acting in good faithof such event, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationbreach.

Termination by the Company for Cause. Notwithstanding The Company may, at its option, terminate Executive's employment for "Cause" (as defined below) as determined in good faith by a majority of the foregoing, the Company may terminate Employee’s employment under this Agreement at any time for Cause. “Cause” Board (exclusive of Executive if Executive shall mean: (i) fraud against the Company Group, which causes material harm to any then serve as a member of the Company Group; Board) by giving a notice of termination to Executive specifying the reasons for termination and if Executive shall fail to cure same within thirty (ii30) willful failure or any willful refusal to implement or undertake days of him receiving the lawful directives notice of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than termination his Employment shall terminate at the direction end of the Companysuch thirty (30) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesday period; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; providedPROVIDED, however, that with respect in the event the Board in good faith determines that the underlying reasons giving rise to the occurrence of an event described in clause such determination cannot be cured within such thirty (vii30) aboveday period, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and then such cure period shall not be available apply and Executive's employment shall terminate on the date of Executive's receipt of the notice of termination. "Cause" shall mean (i) Executive's conviction of, guilty or no contest plea to, or confession of guilt of, a felony or other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes gross negligence, malfeasance, willful misconduct or other conduct that is materially injurious to Employee with respect to the Company or any subsequent occurrence of an event described in clause its affiliates; (viiiii) above. For purposes a material breach by Executive of this Agreement, no act or ; (iv) a continuing failure to act perform such duties as are assigned to Executive by the Company in accordance with this Agreement, other than a failure resulting from a Disability as defined in Section 3.1.2 hereof; (v) Executive's knowingly taking any action on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests behalf of the Company Group. Any act or failure any of its affiliates without appropriate authority to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice take such action; (vi) Executive's knowing taking any action in conflict of counsel for interest with the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in any of its affiliates given Executive's position with the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall meanmeans the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) fraud against the Executive’s willful and material failure to perform (other than by reason of disability), or substantial misconduct in the performance of, the Executive’s duties and responsibilities for LEGAL\53952298\2 the Company Group, or any of its Affiliates which causes material harm to any member of the Company GroupCompany; (ii) willful failure or any willful refusal to implement or undertake the lawful directives Executive’s material and demonstrable breach of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of Section 3 or any other confidentiality, invention assignment or other restrictive covenant obligation set forth in any written agreement by and between the Investment Executive and the Company Act or any of 1940, as amended, or its Affiliates;(iii) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books Executive’s material and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities demonstrable breach of any member of the Company Group; (vii) a material breach of the terms, covenants or representations other provision of this Agreement or any other written agreement by and between Employee the Executive and the Company or any member of its Affiliates; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company Groupor any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (viiiv) a willful violation the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, contrary in the case of foregoing, a circumstance otherwise giving rise to Cause pursuant to the occurrence of an event described in foregoing clause (viii), (ii), (iii) or (viiiiv), (X) above, Employee shall have ten (10) business days after receipt if capable of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall will not be deemed constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedExecutive thereof; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall Company will not be available required to Employee provide any such notice or opportunity to cure with respect to any subsequent occurrence of an event described in clause substantially similar or related conduct and (viiY) above. For for purposes of this Agreementdefinition, no act or failure to act on Employee’s the part of Executive shall be considered “willful” unless it is the Board believes in good faith that such action or omission was done, or omitted to be done, by Employee Executive in bad faith or without the reasonable belief that EmployeeExecutive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employeethe Executive’s employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” shall mean: mean (i) fraud against the Company Group, which causes material harm to any member continued failure of the Company Group; Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), (ii) willful failure the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; its Subsidiaries, (iii) engaging in willful conduct (other than at a material violation by the direction Executive of the Company) that causes material injurya Company policy, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, (v) a material failure by the Executive to timely comply with a lawful direction or instruction given to him by the Board, the Chairman of the Audit Committee or the Company’s Chief Executive Officer, (vi) the Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to the Company’s assets or business or the theft of Company property and (vii) the Executive’s insobriety or involves moral turpitude; use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company’s termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Chief Executive Officer, as amendedapplicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the Securities Exchange Act of 1934, as amended (particular circumstances that constitute the “Exchange Act”), other than provisions requiring grounds on which the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee proposed termination for Cause is based. The Executive shall have ten (10) business days days, after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute receiving such breach or violationspecial notice, to curecure such grounds, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and extent such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause is possible (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted as reasonably determined by the Board or based upon in its sole discretion). If he fails to cure such grounds to the advice of counsel for Board’s reasonable satisfaction, the Company Executive shall thereupon be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination terminated for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding The Company shall have the foregoing, right to terminate the Company may terminate Employee’s Executive's employment under this Agreement hereunder at any time for Cause. “For purposes of this Agreement, the term "Cause” " shall meanmean any of the following: (i) fraud against the failure of the Executive to substantially perform his material duties or material obligations hereunder or the breach by the Executive of any of the terms or provisions of this Agreement or any other written agreement between the Executive, on the one hand, and the Company Groupor MCY, on the other hand, on the part of the Executive to be observed or performed, which causes material harm to any member failure or breach is not cured within thirty (30) days after receipt of written notice thereof by the Company GroupExecutive from the Company; (ii) the Executive's knowing and willful failure neglect or any willful refusal to implement or undertake attend to the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s Executive's material duties and responsibilities under this Agreement, which conduct is not cured within thirty (30) days after receipt of written notice thereof by the Executive from the Company; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member criminal liability of the Company Group, or that reflects adversely on any member which was substantially caused by the conduct of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesExecutive and not at the Company's direction; (iv) the Executive's conviction ofby, or the entering entry of a plea of guilty or nolo contenderecontendere in, by Employee a court of competent jurisdiction of an act of fraud, embezzlement or willful breach of fiduciary duty to a financial crime that constitutes a felony (the Company, or any state-law equivalent) or involves moral turpitudecrime constituting a felony; (v) the entry Executive's chronic addiction to drugs, alcohol or any controlled substance which materially interferes with the performance of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordshis duties hereunder; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities usurpation by the Executive of any member corporate opportunity of the Company Groupor MCY or any of their respective subsidiaries or affiliates; or (vii) the commission of an act of moral turpitude, which in the judgment of the Board of Directors of the Company, as evidenced by a resolution of the majority of the members of the Board of Directors could have a material breach and adverse effect on the business, operations or reputation of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employeethe Executive’s employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” shall mean: mean (i) fraud against the Company Group, which causes material harm to any member continued failure of the Company Group; Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), (ii) willful failure the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; its Subsidiaries, (iii) engaging in willful conduct (other than at a material violation by the direction Executive of the Company) that causes material injurya Company policy, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, (v) a material failure by the Executive to timely comply with a lawful direction or instruction given to him by the Company’s Chief Executive Officer or his designee, (vi) the Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes (A) a felony or (B) a misdemeanor involving moral turpitude (or a comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature), including any such offense involving dishonesty as such dishonesty relates to the Company’s material assets or business or the theft of Company property and (vii) the Executive’s insobriety or involves moral turpitude; use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company’s termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Company’s Chief Executive Officer, as amendedapplicable, or shall give the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of Executive written notice thereof, stating in reasonable detail the actions of its or omissions purporting his intention to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee terminate him for Cause, unless such notice to state in detail the Company acting in good faithparticular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have thirty (30) days, otherwise determines that after receiving such occurrence is not reasonably subject special notice, to being cured; providedcure such grounds, however, that with respect to the occurrence of an event described extent such cure is possible (as reasonably determined by the Board in clause (vii) aboveits sole discretion). If he fails to cure such grounds to the Board’s reasonable satisfaction, the foregoing cure period Executive shall thereupon be available to Employee only with respect to terminated for Cause. Notwithstanding the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreementforegoing, no act or failure to act on Employee’s part by the Executive shall be considered deemed to constitute “willfulCause” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of the Company Group. In the event of Termination for Causeor its Subsidiaries, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationapplicable.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employeethe Executive’s employment under this Agreement hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean: mean a termination of employment of the Executive by the Company due to (i) the commission by the Executive of an act of fraud or embezzlement against the Company Groupor any of its subsidiaries or the conviction of the Executive in a court of law, which causes or guilty plea or no contest plea, of any charge involving an act of fraud or embezzlement that is material harm to any member (including the willful and unauthorized disclosure of information of the Company Group; or any of its subsidiaries which the Executive knows or should know to be material, confidential and proprietary to the Company or any of its subsidiaries, which results, or could reasonably have been expected to result, in material financial loss to the Company or any of its subsidiaries), (ii) the conviction of the Executive in a court of law, or guilty plea or no contest plea, to a felony charge (A) materially involving the Company or (B) materially affecting the Executive’s ability for a sustained period to perform services in the manner required hereunder, (iii) the willful misconduct of the Executive as an employee of the Company or any of its subsidiaries which is reasonably likely to result in injury or financial loss to (I) the Company or (II) to any subsidiaries of the Company, which injury or loss is material to the Company taken as a whole, (iv) the willful failure of the Executive to render services to the Company or any willful refusal of its subsidiaries in accordance with the Executive’s employment, which failure amounts to implement or undertake the lawful directives a material neglect of the Board Executive’s duties to the Company and does not result from physical illness, injury or incapacity, and which failure is not cured promptly after adequate notice of such other supervisor as may be assigned failure and a reasonably detailed explanation has been presented by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at to the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company GroupExecutive, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, a willful breach by the Securities and Exchange Commission against Employee Executive of a regulatory rule in respect of charges which he has a personal compliance obligation that Employee violated any provision of materially adversely affects the Investment Company Act of 1940, as amendedExecutive’s ability for a sustained period to perform his duties to the Company, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a willful material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viiicovenants in subsections 3(a) a willful violation of and 3(b) and Sections 11 and 12 hereof by the written rules or policies of any member of the Company GroupExecutive, which causes material harm to any member of the Company Groupbreach is not cured, provided thatif curable, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business within 30 days after receipt of a written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute of such breach or violation, is delivered to cure, and upon such cure, such event the Executive. The Executive shall not be deemed to be have been terminated for Cause unless the Company shall have given or delivered to the Executive (1) reasonable notice setting forth in reasonable detail the facts and circumstances claimed to provide a basis for a termination of Employee for Cause, unless and (2) a reasonable opportunity for the Company acting in good faithExecutive, otherwise determines that such occurrence is not reasonably subject together with his counsel, to being curedrequest reconsideration by and be heard before the Board, provided; provided, however, that with respect such notice and opportunity to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period heard shall not be available required if the Board, based on the advice of counsel, deems it inconsistent with its fiduciary duties and so advises the Executive. For purposes of determining whether the Executive was given “reasonable notice” and “reasonable opportunity to Employee be heard” in connection with respect any determination by the Board as to any subsequent occurrence whether Cause exists, 10 business days’ notice of an event described in clause the Board meeting shall be deemed to constitute “reasonable notice” (vii) abovewithout prejudice to the determination of whether some other period would also constitute “reasonable notice”), and the opportunity for the Executive and his counsel to present arguments to the Board at such meeting as to why the Executive believes that no Cause exists shall constitute “reasonable opportunity to be heard” (without prejudice to the determination of whether some other forum or method would also constitute a “reasonable opportunity to be heard”). For purposes of this Agreement, no act act, or failure to act act, on Employeethe Executive’s part shall be considered deemed “willful” unless it is done, or omitted to be done, by Employee the Executive not in bad good faith or and without reasonable belief that Employeethe Executive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate EmployeeExecutive’s at-will employment under this Agreement by the Company and the Employment Period hereunder at any time for “Cause” (as hereinafter defined) whereupon the Company shall have no further obligation hereunder to Executive, except for payment of the Accrued Benefits. For purpose of this Agreement, “Cause” shall mean, as reasonably determined by the Board based on the information then known to it, that one or more of the following has occurred: (ia) fraud against the Company Group, which causes material harm to any member Executive has committed a felony under the laws of the Company GroupUnited States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction; (iib) willful failure the Executive has engaged in acts of fraud, dishonesty, gross negligence, or gross misconduct, including abuse of controlled substances, that is materially injurious to the Company, its affiliates or any willful refusal of their business partners, customers, clients or employees; (c) the Executive willfully fails to implement perform or undertake the uphold his material duties under this Agreement and/or fails to comply with reasonable and lawful directives of the Board or such other supervisor as may be assigned Board; (d) any material breach by the Executive of any provision of this Agreement (including Exhibit A as referenced in Section 5) or of any other contract to which Executive is a party with the Company Group when such directives are materially consistent with Employee’s duties under this Agreementor any affiliate, including any containing confidentiality, trade secret, noncompetition, nonsolicitation, inventions, and/or similar provisions; (iiie) engaging in willful conduct (other than at the direction any material violation of the Company) that causes ’s Code of Business Conduct and Ethics or another material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Groupwritten policy; or (viiif) a willful violation any material breach by Executive of the written rules or policies of any member of Executive’s fiduciary duties to the Company Group, which causes material harm to or any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedaffiliate; provided, however, that with respect to the occurrence of an event described in clause any breach or violation relating to (viic), (d), (e) aboveor (f) that is curable by Executive, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted as determined by the Board or based upon the advice of counsel for in good faith, the Company shall be conclusively presumed to be donehas provided Executive written notice of the material breach and Executive has not cured such breach, or omitted to be done, as determined by the Board in good faith and in faith, within fifteen (15) days following the best interests of date the Company Groupprovides such notice. In the event of Termination the Company terminates Executive’s employment for Cause, Employee the treatment of the Initial Stock Option Grant and any other equity-based award that may be granted to Executive shall be entitled to receive in accordance with the applicable Award Agreement and the 2020 Omnibus Equity Incentive Plan (or any earned but unpaid Base Salary, paid as soon as practicable following terminationsuccessor thereto).

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement at effective upon thirty (30) days’ prior notice of termination from the Company to the Manager, without payment of any time for Cause. “Cause” shall mean: Termination Fee, if (i) the Manager, its agents or its assignees breach any material provision of this Agreement and such breach shall continue for a period of thirty (30) days after notice thereof specifying such breach and requesting that the same be remedied in such thirty (30)-day period (or forty five (45) days after notice of such breach if the Manager takes steps to cure such breach within thirty (30) days of the notice), (ii) there is a commencement of any proceeding relating to the Manager’s Bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or the Manager authorizing or filing a voluntary bankruptcy petition, (iii) any Manager Change of Control which a majority of the Board of Directors (or instead a majority of the Independent Directors if after the Company Initial Public Offering) reasonably determines is materially detrimental to the Company and the Subsidiaries taken as a whole, (iv) the dissolution of the Manager, (v) the Manager is convicted (including a plea of nolo contendere of a felony), or (vi) the Manager commits fraud against the Company GroupCompany, which causes material harm to any member misappropriates or embezzles funds of the Company Group; (ii) Company, or acts, or fails to act, in a manner constituting bad faith, willful failure misconduct, gross negligence or any willful refusal to implement or undertake reckless disregard in the lawful directives performance of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s its duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to if any of the occurrence of an event actions or omissions described in this clause (viivi) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence are caused by an employee and/or officer of the same event described in clause Manager or one of its Affiliates and the Manager takes all necessary and appropriate action against such Person and cures the damage caused by such actions or omissions within thirty (vii30) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests days of the Company Group. Any act Manager actual knowledge of its commission or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for omission, the Company shall be conclusively presumed not have the right to be done, or omitted terminate this Agreement pursuant to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthis Section 13.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may discharge the Executive and thereby terminate Employee’s his employment under this Agreement at hereunder upon written notice to the Executive for any time for Cause. “Cause” shall meanof the following reasons: (i) fraud against material violation of any policy regarding substance abuse as may be promulgated by the Company Group, which causes material harm from time to any member of the Company Grouptime; (ii) the willful failure to substantially perform the duties or any willful refusal to implement or undertake the lawful directives responsibilities of the Board or such other supervisor his position as those may be delegated or assigned to the Executive by the Company Group when such directives are materially consistent with Employee’s duties under President and CEO or by the Board; (iii) any material breach of any covenant or agreement contained in SECTIONS 6 OR 7 of this Agreement; (iiiiv) engaging in willful intentional conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, damage to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesits business reputation; (ivv) conviction of, (by trial or the entering of guilty plea) or a plea of guilty non-contest, NOLO contendere or nolo contendere, by Employee similar plea to a financial crime that constitutes a felony (or any statemisdemeanor which the Company determines to have or could have a material adverse effect on the Company or its reputation) which has become non-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsappealable; (vi) adjudication as an incompetent; or (vii) misappropriation of any funds or property of the Company materially affecting the Company, theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedfraud; provided, however, that with respect only to the occurrence of an event described in clause subsections (viii) and (ii) above, the foregoing Company shall not discharge the Executive for cause unless the Executive fails, refuses or for any reason does not cure period shall be available to Employee only with respect such violation to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests satisfaction of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for within 30 days following written notice from the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupthat there exists a reason for discharge for cause. In the event that the Company shall discharge the Executive pursuant to this SECTION 5(A), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Executive: (i) any portion of Termination the Executive's Base Salary for Causethe period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Executive under the terms of the benefit plans of the Company in which he is a participant, Employee which benefits shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationin accordance with the terms of those plans.

Termination by the Company for Cause. Notwithstanding (i) The Company may terminate the Executive’s employment hereunder for “Cause” (as defined below) by delivering to him a Notice of Termination. For purposes of the foregoing, any of the Company may terminate Employeefollowing shall constitute grounds for terminating the Executive’s employment under this Agreement at any time for Cause. “Cause” shall mean: (iA) the Executive’s pleading “guilty” or “no contest” to, or his conviction of, a felony or any crime involving moral turpitude, (B) his commission of any act of fraud against or any act of personal dishonesty involving the Company Group, which causes material harm to any member property or assets of the Company Group; intended to result in substantial financial enrichment to the Executive, (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (viiC) a material breach by the Executive of the terms, covenants one or representations more of his obligations under Section 9 of this Agreement or his Proprietary Information and Inventions Agreement with the Company, (D) a material breach by the Executive of any of his other obligations under this Agreement or any other agreement between Employee and with the Company, (E) the Executive’s commission of a material violation of Company policy which would result in an employment termination if committed by any member other employee of the Company Group; or his gross misconduct, (viiiF) the Executive’s material dereliction of the major duties, functions and responsibilities of his executive position (other than a failure resulting from the Executive’s incapacity due to physical or mental illness), (G) a willful violation material breach by the Executive of any of the written rules or policies of any member Executive’s fiduciary obligations as an officer of the Company Groupor (H) the Executive’s willful and knowing participation in the preparation or release of false or materially misleading financial statements relating to the Company’s operations and financial condition or his willful and knowing submission of any false or erroneous certification required of him under the Xxxxxxxx-Xxxxx Act of 2002 or any securities exchange on which shares of the Company’s Class A common stock are at the time listed for trading. However, which causes material harm prior to any member termination of the Company Group, provided that, in the case Executive’s employment for Cause based on any of the occurrence reasons specified in clauses (C) through (F) and the delivery of an event described a Notice of Termination in clause (vii) or (viii) aboveconnection therewith, Employee the Company shall have ten (10) business days after receipt of give written notice thereof, stating in reasonable detail to the Executive of the actions or omissions purporting deemed to constitute the grounds for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless and the Company acting Executive shall have a period of not less than sixty (60) calendar days after the receipt of such notice in good faith, otherwise determines that such occurrence is not reasonably subject which to being cured; provided, however, that with respect to cure the occurrence of an event described specified default in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, his performance and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to thereby avoid a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event Notice of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationunder this subsection (b)(i).

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate EmployeeExecutive’s employment under this Agreement hereunder for Cause (as defined below) at any time for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovetime. For purposes of this Agreement, no act “Cause” shall mean (i) the failure of Executive substantially to perform his duties hereunder or his grossly negligent performance of such duties (other than any such failure due to act on EmployeeExecutive’s part shall be considered “willful” unless it physical or mental illness), (ii) Executive having engaged in misconduct that has caused or is donereasonably expected to result in material injury to the Company or any of its affiliates, (iii) a material violation by Executive of a consistently enforced Company policy, (iv) the material breach by Executive of any of his obligations hereunder or under any other written agreement or covenant with the Company or any of its affiliates, (v) failure by Executive to timely comply with a lawful direction or instruction given to him by the Chief Executive Officer of EGS or the Board, (vi) Executive having been convicted of, or omitted entering a plea of guilty or nolo contendere to, a crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any jurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to be done, by Employee in bad faith the assets or without reasonable belief that Employee’s action or omission was in the best interests business of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice any of counsel for the Company shall be conclusively presumed to be doneits affiliates, or omitted to be done, in good faith and in theft of the best interests property of the Company Groupor any of its affiliates, and (vii) Executive’s insobriety or use of illegal drugs, chemicals or controlled substances either (A) in the course of performing Executive’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of Executive to perform the same. In the event that the Company proposes to terminate the Executive for any of Termination the reasons set forth in (i), (ii), (iii), (iv) or (v) above, the Company shall provide to the Executive, prior to terminating him for Cause, Employee a written notice advising him of the Company’s intention to terminate him for Cause and specifying in detail the evidentiary basis for such proposed action. The Executive thereupon shall be entitled have a period of twenty (20) days from the date of his receipt of said notice to receive any earned but unpaid Base Salarycure or to address, paid to the reasonable satisfaction of the Company, the alleged basis for his termination for Cause. If the Executive fails to cure or address same as soon as practicable following terminationaforesaid, the Company then may terminate him for Cause by giving to him a Notice of Termination.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s Xxxxxxx’ employment under this Agreement at any time for Cause. For purposes of this Agreement, “Cause” shall mean: (i) fraud against the Company Groupcommission by Xxxxxxx of, which causes material harm to any member of the Company Group; or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude, (ii) Xxxxxxx’ willful and continued failure to perform substantially his duties and responsibilities with respect to the Company and its affiliates or any willful refusal to implement or undertake follow the lawful directives directions or instructions of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with EmployeeCompany’s duties under this Agreement; Board, (iii) engaging Xxxxxxx’ material breach of any fiduciary duty owed to the Company or any of its affiliates, (iv) Xxxxxxx’ theft, fraud, embezzlement, or dishonesty (including intentional material misrepresentations or concealments in willful conduct written reports submitted to the Company or the Board) with regard to the Company or any of its affiliates, or in connection with Xxxxxxx’ duties or responsibilities with respect thereto, (other than at the direction v) Xxxxxxx’ intentional material violation of the Company) that causes material injury’s code of conduct, monetary code of ethics or otherwisesimilar written policies, including but not limited to any member of the Company Groupthose relating to sexual harassment, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of Xxxxxxx’ willful misconduct unrelated to the Company Group; or any of its affiliates having, or likely to have, a material negative impact on the Company or any of its affiliates (economically or to its reputation), (vii) a any intentional, material breach or violation by Xxxxxxx of the terms, covenants or representations any provisions of this Agreement or any other agreement between Employee Xxxxxxx and any member of the Company Group; or any of its affiliates or (viii) a willful violation the unlawful use (including being under the influence) or possession of illegal drugs by Quarles on the written rules or policies of any member premises of the Company Groupor any of its affiliates or while performing any services, which causes material harm to any member duties or responsibilities for, owed to, or one behalf of the Company Group, provided that, in or any of its affiliates. To the case extent any of the occurrence foregoing items (ii), (v) (excluding a material violation of an event described in clause any sexual misconduct policy), (vi) or (vii) (excluding any violation of Article VI or (viiiArticle VII) aboveare capable of being cured, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event Cause shall not be deemed to be have occurred with respect thereto until (a) the basis for a termination of Employee for Company has given Xxxxxxx written notice, setting forth the issue(s) that is alleged to constitute Cause, unless (b) the Company acting in good faith, otherwise determines that has provided Xxxxxxx at least 20 days following the date on which such occurrence notice is not reasonably subject provided to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) abovesuch conduct, and such cure period shall not be available (c) Xxxxxxx has failed to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationso cure.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employeethe Executive’s employment under this Agreement hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean: mean a termination of employment of the Executive by the Company due to (i) the commission by the Executive of an act of fraud or embezzlement against the Company Groupor any of its subsidiaries or the conviction of the Executive in a court of law, which causes or guilty plea or no contest plea, of any charge involving an act of fraud or embezzlement that is material harm to any member (including the willful and unauthorized disclosure of information of the Company Group; or any of its subsidiaries which the Executive knows or should know to be material, confidential and proprietary to the Company or any of its subsidiaries, which results, or could reasonably have been expected to result, in material financial loss to the Company or any of its subsidiaries), (ii) the conviction of the Executive in a court of law, or guilty plea or no contest plea, to a felony charge (A) materially involving the Company or (B) materially affecting the Executive’s ability for a sustained period to perform services in the manner required hereunder, (iii) the willful misconduct of the Executive as an employee of the Company or any of its subsidiaries which is reasonably likely to result in injury or financial loss to (I) the Company or (II) to any subsidiaries of the Company, which injury or loss is material to the Company taken as a whole, (iv) the willful failure of the Executive to render services to the Company or any willful refusal of its subsidiaries in accordance with the Executive’s employment, which failure amounts to implement or undertake the lawful directives a material neglect of the Board Executive’s duties to the Company and does not result from physical illness, injury or incapacity, and which failure is not cured promptly after adequate notice of such other supervisor as may be assigned failure and a reasonably detailed explanation has been presented by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at to the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company GroupExecutive, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a willful material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viiicovenants in subsections 3(a) a willful violation of and 3(b) and Sections 11 and 12 hereof by the written rules or policies of any member of the Company GroupExecutive, which causes material harm to any member of the Company Groupbreach is not cured, provided thatif curable, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business within 30 days after receipt of a written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute of such breach or violation, is delivered to cure, and upon such cure, such event the Executive. The Executive shall not be deemed to be have been terminated for Cause unless the Company shall have given or delivered to the Executive (1) reasonable notice setting forth in reasonable detail the facts and circumstances claimed to provide a basis for a termination of Employee for Cause, unless and (2) a reasonable opportunity for the Company acting in good faithExecutive, otherwise determines that such occurrence is not reasonably subject together with his counsel, to being curedrequest reconsideration by and be heard before the Board, provided; provided, however, that with respect such notice and opportunity to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period heard shall not be available required if the Board, based on the advice of counsel, deems it inconsistent with its fiduciary duties and so advises the Executive. For purposes of determining whether the Executive was given “reasonable notice” and “reasonable opportunity to Employee be heard” in connection with respect any determination by the Board as to any subsequent occurrence whether Cause exists, 10 business days’ notice of an event described in clause the Board meeting shall be deemed to constitute “reasonable notice” (vii) abovewithout prejudice to the determination of whether some other period would also constitute “reasonable notice”), and the opportunity for the Executive and his counsel to present arguments to the Board at such meeting as to why the Executive believes that no Cause exists shall constitute “reasonable opportunity to be heard” (without prejudice to the determination of whether some other forum or method would also constitute a “reasonable opportunity to be heard”). For purposes of this Agreement, no act act, or failure to act act, on Employeethe Executive’s part shall be considered deemed “willful” unless it is done, or omitted to be done, by Employee the Executive not in bad good faith or and without reasonable belief that Employeethe Executive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s Xxxxxxx’ employment under this Agreement at any time for Cause. For purposes of this Agreement, “Cause” shall mean: (i) fraud against the Company Groupcommission by Xxxxxxx of, which causes material harm to any member of the Company Group; or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude, (ii) Xxxxxxx’ willful and continued failure to perform substantially his duties and responsibilities with respect to the Company and its affiliates or any willful refusal to implement or undertake follow the lawful directives directions or instructions of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with EmployeeCompany’s duties under this Agreement; Board, (iii) engaging Xxxxxxx’ material breach of any fiduciary duty owed to the Company or any of its affiliates, (iv) Xxxxxxx’ theft, fraud, embezzlement, or dishonesty (including intentional material misrepresentations or concealments in willful conduct written reports submitted to the Company or the Board) with regard to the Company or any of its affiliates, or in connection with Xxxxxxx’ duties or responsibilities with respect thereto, (other than at the direction v) Xxxxxxx’ intentional material violation of the Company) that causes material injury’s code of conduct, monetary code of ethics or otherwisesimilar written policies, including but not limited to any member of the Company Groupthose relating to sexual harassment, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of Xxxxxxx’ willful misconduct unrelated to the Company Group; or any of its affiliates having, or likely to have, a material negative impact on the Company or any of its affiliates (economically or to its reputation), (vii) a any intentional, material breach or violation by Xxxxxxx of the terms, covenants or representations any provisions of this Agreement or any other agreement between Employee Xxxxxxx and any member of the Company Group; or any of its affiliates or (viii) a willful violation the unlawful use (including being under the influence) or possession of illegal drugs by Quarles on the written rules or policies of any member premises of the Company Groupor any of its affiliates or while performing any services, which causes material harm to any member duties or responsibilities for, owed to, or one behalf of the Company Group, provided that, in or any of its affiliates. To the case extent any of the occurrence foregoing items (ii), (v) (excluding a material violation of an event described in clause any sexual misconduct policy), (vi) or (vii) (excluding any violation of Article VI or (viiiArticle VII) aboveare capable of being cured, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event Cause shall not be deemed to be have occurred with respect thereto until (a) the basis for a termination of Employee for Company has given Xxxxxxx written notice, setting forth the issue(s) that is alleged to constitute Cause, unless (b) the Company acting in good faith, otherwise determines that has provided Xxxxxxx at least 20 days following the date on which such occurrence notice is not reasonably subject provided to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) abovesuch conduct, and such cure period shall not be available (c) Xxxxxxx has failed to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveso cure. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.4.3

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate Employee’s employment under this Agreement at any time may be terminated for CauseCause without further liability on the part of the Company, except as provided in Section 7(b)(i). Only the following shall constitute “Cause” shall meanfor such termination: (i) fraud against willful and material dishonest statements or reports of the Employee to the Company Group, which causes material harm to or any member affiliate of the Company Groupor willful and material dishonest acts of the Employee with respect to the Company or any affiliate of the Company; (ii) willful failure the commission by or indictment of the Employee for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, meaning an indictment, probable cause hearing or any willful refusal other procedure pursuant to implement which an initial determination of probable or undertake reasonable cause with respect to such offense is made); (iii) failure to perform to the lawful directives reasonable satisfaction of the Company’s Board or such other supervisor as may be assigned by of Directors (the Company Group when such directives are materially consistent with “Board”) a substantial portion of the Employee’s duties and responsibilities assigned or delegated under this Agreement or material breach by the Employee of any of the Employee’s obligations under this Agreement, ; (iv) disloyalty, willful misconduct, willful insubordination, fraud or breach of fiduciary duty to the Company (v) willful violation of the rules or policies of the Company or willful breach of Employee’s obligations or representations under this Agreement; (iiivi) engaging in willful conduct (the unauthorized disclosure of any Company trade secret or other than at the direction confidential information of the Company; or (vii) death or mental or physical disability or infirmity (provided that causes material injury, monetary any insurance or otherwise, other similar benefits due to any member Employee as a result of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (death or any state-law equivalent) such disability or involves moral turpitude; infirmity will not be affected by virtue of such events being deemed to constitute “Cause”);. Cause shall be deemed to exist under clauses (iii), (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement paragraph only if the events or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm behavior alleged to any member of the Company Group, provided thatconstitute “Cause” continue, in the case reasonable judgment of the occurrence President or Chief Executive Officer of an event described in clause (vii) or (viii) abovethe Company, Employee shall have ten (10) business for a period of not less than 30 days after receipt of the Company has given written notice thereofto the Employee of such events or behavior, stating in reasonable detail or Employee has not, within such 30-day period, substantially cured the actions effects of such events or omissions purporting behavior, provided that if material and irreparable injury is likely to constitute such breach or violation, result to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faithby reason of the passage of all or any portion of such 30- day period, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to then the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovedeemed waived. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the The Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, will cooperate in good faith and in with the best interests of Employee’s efforts to correct any Cause event or behavior during the Company Group30-day period following the written notice. In If Employee cures the Cause event of Termination for Causeor behavior during the 30-day period, Employee Cause shall be entitled deemed not to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationhave occurred.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employeethe Executive’s employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” shall mean: mean (i) fraud against the Company Group, which causes material harm to any member continued willful failure of the Company Group; Executive substantially to perform his duties hereunder or his grossly negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), (ii) willful failure the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; its Subsidiaries, (iii) engaging in willful conduct (other than at a material violation by the direction Executive of the Company) that causes material injurya Company policy, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, (v) a material failure by the Executive to timely comply with a lawful direction or instruction given to him by the Board, or the Company’s Chief Executive Officer or his designee, (vi) the Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalent) jurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to the Company’s assets or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, business or the Securities Exchange Act theft of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books Company property and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach the Executive’s insobriety or use of the termsillegal drugs, covenants chemicals or representations of this Agreement or any agreement between Employee and any member of the Company Group; or controlled substances either (viiiA) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case course of performing the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, Executive’s duties and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of responsibilities under this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in (B) otherwise affecting the best interests ability of the Company Group. Any act or failure Executive to act based upon authority given pursuant to a resolution duly adopted by perform the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupsame. In the event of Termination litigation concerning the Company’s termination of Executive for Cause, Employee the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the Board or the Chief Executive Officer, as applicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have fifteen (15) days, after receiving such special notice, to cure such grounds, to the extent such cure is possible (as reasonably determined by the Board in its sole discretion). If he fails to cure such grounds to the Board’s reasonable satisfaction, the Executive shall thereupon be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationterminated for Cause.

Termination by the Company for Cause. Notwithstanding the foregoingThe Company may, the Company may at its option, terminate Employee’s Executive's employment under this Agreement at any time for Cause. “Cause” (as defined below) as determined in good faith by a majority of the Board (exclusive of Executive if Executive shall mean: (i) fraud against the Company Group, which causes material harm to any then serve as a member of the Company Group; Board) by giving a notice of termination to Executive specifying the reasons for termination and if Executive shall fail to cure same within thirty (ii30) willful failure or any willful refusal to implement or undertake days of him receiving the lawful directives notice of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than termination his Employment shall terminate at the direction end of the Companysuch thirty (30) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedday period; provided, however, that with respect in the event the Board in good faith determines that the underlying reasons giving rise to the occurrence of an event described in clause such determination cannot be cured within such thirty (vii30) aboveday period, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and then such cure period shall not be available apply and Executive's employment shall terminate on the date of Executive's receipt of the notice of termination. “Cause” shall mean (i) Executive's conviction of, guilty or no contest plea to, or confession of guilt of, a felony or other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes gross negligence, malfeasance, willful misconduct or other conduct that is materially injurious to Employee with respect to the Company or any subsequent occurrence of an event described in clause its affiliates; (viiiii) above. For purposes a material breach by Executive of this Agreement, no act or ; (iv) a continuing failure to act perform such duties as are assigned to Executive by the Company in accordance with this Agreement, other than a failure resulting from a Disability as defined in Section 3.1.2 hereof; (v) Executive’s knowingly taking any action on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests behalf of the Company Group. Any act or failure any of its affiliates without appropriate authority to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice take such action; (vi) Executive’s knowing taking any action in conflict of counsel for interest with the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in any of its affiliates given Executive’s position with the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. The Company may terminate this Agreement at any time for “Cause” as hereinafter defined. “Cause” shall be determined by the Board of Directors of the Company and shall mean any of the following: (1) an act of dishonesty by Employee involving Company business; (2) breach of fiduciary duty by Employee to the Company involving personal profit; (3) commission of a felony by Employee which in the judgment of the Company has or may have an adverse effect on the Company’s business or reputation; (4) Employee’s use of any illegal drug, narcotic, or excessive amounts of alcohol (as determined by the Company in its discretion) on Company property or at a function where Employee is working on behalf of the Company; (5) Employee’s willful refusal to comply with reasonable requests made of Employee by the Company’s Chief Operating Officer or President; (6) Employee’s commission of any act of willful malfeasance, gross negligence, or criminal activity; or (7) a breach by Employee of any material provision of this Agreement. If the Company determines in its sole discretion that (i) event(s) or condition(s) constituting Cause under clause (5), (6), or (7) of the above definition of Cause have occurred or exist, and (ii) such events or conditions are susceptible to being promptly and fully cured by Employee, the Company shall provide written notification to Employee describing such event(s) or condition(s) and describing a cure acceptable to the Company. Upon receipt of such notice Employee will have twenty (20) business days within which to fully cure such event(s) or condition(s). If Employee fails to fully cure such event(s) or condition(s) during such twenty (20) day period, then Employee shall be deemed to have terminated employment for Cause on the date the notice was provided by the Company. Notwithstanding the foregoing, the Company may terminate Employee’s employment under this Agreement at any time for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be obligated to provide such notice and the corresponding opportunity to cure more than two (2) times in any twelve (12) consecutive month period; if the Company is not obligated to provide such notice and cure opportunity then Employee shall be deemed to be have terminated employment on the basis for a termination day the Company notifies Employee of Employee his termination. If the Company terminates this Agreement for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available obligated to provide any further payments or compensation to Employee with respect to hereunder, except amounts due as salary and bonuses previously earned and vested and any subsequent occurrence unreimbursed expenses at the time of an event described in such termination. If the Company terminates this Agreement for events constituting Cause under clause (vii5) above. For purposes of this AgreementSection III.C, no act or failure the Company may, in its sole discretion, pay Employee a severance payment in an amount equal to act on sixty (60) days of Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith then current salary (less taxes and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationrequired withholdings).