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

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty fifteen (3015) days prior written notice by the Board Company of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board Company may, in its sole and absolute discretion, prohibit Employee from entering the premises of any member of the Company (or any subsidiary thereof) Group or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board Company that he desires to enter the premises of any member of the Company (or a subsidiary thereof) Group or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of any member of the Company (or a subsidiary thereof) Group or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. The Company may terminate the Executive's employment under this Agreement for "Cause," at any time prior to expiration of the Term of the Agreement, only in the event of (i) A termination the Executive's failure to substantially perform the duties described in this Agreement, (ii) acts or omissions constituting recklessness or willful misconduct on the part of the Executive in respect of his fiduciary obligations to the Company which is materially and demonstrably injurious to the Company, or (iii) the Executive's conviction for Cause shall not take effect unless fraud, misappropriation or embezzlement in connection with the provisions assets of this subsection the Company. In the case of clause (i) are complied with. Employee only, it shall also be a condition precedent to the Company's right to terminate the Executive's employment for Cause that (1) the Company shall first have given not less than thirty (30) days the Executive written notice stating with specificity the reason for the termination ("breach") at least 60 days before the meeting of the Board of Directors called to make such determination and the Executive and his counsel are given the opportunity to answer such grounds for termination in person, at a hearing or in writing delivered to the Chairman of the Board, in the Executive's discretion, before a vote by the Board of Directors on the intention existence of Cause; and (2) if such breach is susceptible to terminate his cure or remedy, a period of 60 days from and after the giving of the notice described in (1) shall have elapsed without the Executive having effectively cured or remedied such breach during such 30-day period, unless such breach cannot be cured or remedied within 60 days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional 30 days), provided the Executive has made and continues to make a diligent effort to effect such remedy or cure. In the case of clause (iii) above, the Executive's employment under this Agreement may be terminated immediately without any advance written notice. Upon a determination that grounds exist for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed a termination for Cause is based. Employee by the Board of Directors and that the breach cannot be cured, or immediately in the case of clause (iii) above, the Company's obligation to pay the Executive's Base Salary, any Performance Bonus and benefits shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to actimmediately cease, except to the extent such cure is possible. If he fails to cure such act any Base Salary or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is Performance Bonus has been earned but has not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actyet been paid.

Termination by the Company for Cause. The Company may terminate the Executive's employment under this Agreement for "Cause," at any time prior to expiration of the Term of the Agreement, only in the event of (i) A termination the Executive's failure to substantially perform the duties described in this Agreement, (ii) acts or omissions constituting recklessness or willful misconduct on the part of the Executive in respect of her fiduciary obligations to the Company which is materially and demonstrably injurious to the Company, or (iii) the Executive's conviction for Cause shall not take effect unless fraud, misappropriation or embezzlement in connection with the provisions assets of this subsection the Company. In the case of clause (i) are complied with. Employee only, it shall also be a condition precedent to the Company's right to terminate the Executive's employment for Cause that (1) the Company shall first have given not less than thirty (30) days the Executive written notice stating with specificity the reason for the termination ("breach") at least 60 days before the meeting of the Board of Directors called to make such determination and the Executive and her counsel are given the opportunity to answer such grounds for termination in person, at a hearing or in writing delivered to the Chairman of the Board, in the Executive's discretion, before a vote by the Board of Directors on the intention existence of Cause; and (2) if such breach is susceptible to terminate his cure or remedy, a period of 60 days from and after the giving of the notice described in (1) shall have elapsed without the Executive having effectively cured or remedied such breach during such 30-day period, unless such breach cannot be cured or remedied within 60 days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional 30 days), provided the Executive has made and continues to make a diligent effort to effect such remedy or cure. In the case of clause (iii) above, the Executive's employment under this Agreement may be terminated immediately without any advance written notice. Upon a determination that grounds exist for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed a termination for Cause is based. Employee by the Board of Directors and that the breach cannot be cured, or immediately in the case of clause (iii) above, the Company's obligation to pay the Executive's Base Salary, any Performance Bonus and benefits shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to actimmediately cease, except to the extent such cure is possible. If he fails to cure such act any Base Salary or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is Performance Bonus has been earned but has not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actyet been paid.

Termination by the Company for Cause. (i) A termination The Executive's employment hereunder may be terminated for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days upon written notice by the Company. For purposes of this Agreement, "Cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his obligations under this Agreement (other than such failure resulting from his Disability) after a demand for substantial performance has been delivered to him by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) the Executive's willfully engaging in conduct materially and demonstrably injurious to the property or business of the intention to terminate his employment for CauseCompany, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the Executive's material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that the Executive is in material breach of this Agreement, specifying the particulars of such notice to state in detail the particular act or acts breach. For purposes of this Agreement, no act, or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, on the part of the Executive shall be deemed "willful" or engaged in "willfully" if it was due primarily to an error in judgment or negligence, but shall be deemed "willful" or engaged in "willfully" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a result of "Cause" hereunder unless and until there shall have been delivered to the extent Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such cure is possible. If he fails purpose (after reasonable notice to cure such act or acts or failure or failures the Executive and an opportunity for the Executive, together with his counsel, to actbe heard before the Board), finding that, in the good faith opinion of the Board, the termination Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall be effective on limit the date immediately following the expiration right of the thirty (30) day notice period. If cure is not possible, Executive or his legal representative to contest the termination shall be effective on the date validity or propriety of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actdetermination.

Termination by the Company for Cause. Termination for “Cause” shall mean termination because of (i) A termination the continued, willful failure by the Executive to perform substantially his duties with the Company after a written demand for substantial performance is delivered to the Executive by the Board of the Corporation which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties; (ii) the Executive’s conviction of, or plea of guilty or nolo contendere to, a crime that constitutes a felony; (iii) the willful engaging by the Executive in misconduct that is materially and demonstrably injurious to the Company or any of its affiliates; (iv) the willful breach by the Executive of the covenant set forth in Section 9 below not to disclose any confidential information pertaining to the Company or any of its affiliates or the covenant set forth in Section 8(a) below relating to not competing with the Company or any of its affiliates; or (v) the Executive’s failure to comply with a material written Company policy applicable to the Executive and related to workplace conduct as may exist or be amended from time to time. No act or failure to act shall be considered “willful” for purposes hereof, unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that his action or omission is in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause shall not take effect unless (A) the provisions Executive has been given written notice in reasonable detail by the Company of this subsection (i) are complied with. Employee shall be given not less than the occurrence of one or more of the circumstances claimed to constitute Cause within thirty (30) days written notice by of the Board of Directors of the intention Corporation becoming aware of such circumstances and, except for terminations pursuant to terminate his employment Section 6(a)(ii), an opportunity for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure any such act or acts or failure or failures to act, circumstances (to the extent such cure is possible. If he fails circumstances are subject to cure cure), and such act or acts or failure or failures to actcircumstances remain uncured at the end of such thirty (30)-day period (provided that, in the event that the Executive cures such circumstances, the notice of termination shall be effective on nullified) and (B) there shall have been delivered to the date immediately following Executive a copy of a resolution duly adopted by the expiration affirmative vote of not less than a majority of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date members of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of Directors of the Company Corporation (or any subsidiary thereofexcluding the Executive) or otherwise performing his duties hereunderat a meeting of the Board of Directors of the Corporation called and held for such purpose (after reasonable notice is provided to the Executive and the Executive, and any such prohibition shall in no event constitute an event pursuant together with counsel for the Executive, is afforded the opportunity to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can present whatever facts he reasonably demonstrate believes are relevant to the Board for its consideration) finding that he desires to enter the premises Executive is guilty of the Company conduct described in clauses (or a subsidiary thereofi), (iii), (iv) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereofv) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actabove.

Termination by the Company for Cause. The Company shall have the right to terminate for “Cause” immediately. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause fraud, embezzlement, or theft against the Company or any of its affiliates, (ii) any material violation of the Company’s corporate policies or code of ethics, (iii) any acts involving gross negligence, dishonesty or fraud, or that in the good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, or any conviction of, or guilty plea or nolo contendere plea to, or confession of, a Class A-type felony or felony involving moral turpitude or other crime involving moral turpitude, (iv) an unauthorized disclosure or misuse of any trade secrets or confidential information of the Company or any of its affiliates, (v) material nonperformance by the Employee of his duties hereunder, including, without limitation, failing in any material respect to carry out lawful directions of the Board, and failure to remedy such nonperformance within ten (10) days following written notice from the Company specifically identifying the nonperformance and the actions required to cure it, provided that the Employee shall not take effect unless be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is intended to, or reasonably likely to, in the good faith judgment of the Company, materially injure the business, prospects, or reputation of the Company or its affiliates and failure to remedy such misconduct within ten (10) days following written notice from the Company specifically identifying the misconduct and the actions required to cure it (if such misconduct can be cured), provided that the Employee shall not be permitted to cure repeated failures, (vii) breach of a fiduciary duty owed to the Company or any of the material terms or provisions of this subsection Agreement and failure to remedy such breach within ten (i10) are complied with. days following written notice from the Company specifically identifying the breach and the actions required to cure it (if such breach can be cured), provided that the Employee shall not be given not less than thirty permitted to cure repeated failures, (30viii) days written notice by the Board use of illegal drugs at work; and (ix) material breach of the intention terms of this Agreement. Notwithstanding any other provision of this Agreement, in the event of a termination pursuant to terminate his employment for Causethis Section, such notice the Company shall only be obligated to state in detail pay the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the of Employee’s termination shall be effective on the date immediately following the expiration of the thirty employment (30a) day notice period. If cure is not possible, the termination shall be effective on his base salary through the date of receipt termination, (b) reimbursement for reimbursable business expenses incurred prior to the date of termination, and (c) such notice other benefits and payments to which the Employee may be entitled by Employee. During any cure period provided hereunder, law or pursuant to the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises benefit plans of the Company then in effect (or the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event payment to which the Employee may be entitled pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises benefit plans of the Company (or then in effect shall be paid at the time and in the form specified in such benefit plans. For the avoidance of doubt, in the event of a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure termination under this Section 7.A., the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall not be permitted entitled to enter any other payments under this Agreement except as set forth in the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actimmediately preceding sentence.

Termination by the Company for Cause. The Company shall have the right to terminate Executive’s employment hereunder for Cause, which shall be communicated by a “Notice of Termination” (as defined below), effective upon either (i) A termination 30 days advice written notice, or (ii) payment to Executive of Executive’s then-current Base Salary for such 30 day period. Notwithstanding anything to the contrary contained herein, if Executive’s employment is terminated other than pursuant to this Section 15(a), after which the Company determines that Executive’s acts or omissions would have constituted grounds to terminate Executive for Cause, then Executive shall be deemed to have been terminated for Cause pursuant to this Section 15(a); provided that, such determination shall be made following the procedure contemplated by the Notice of Termination procedures set forth below. In the event of such termination, then the Company shall pay to Executive her then current Base Salary and Benefits accrued, and any expenses for which Executive is entitled to be reimbursed, up to and including the effective date of such termination. Executive shall not take effect unless be entitled to any other salary, bonus, benefits or other compensation as a result of termination pursuant to this Section 15(a). For purposes hereof, “Cause” means the provisions occurrence of this subsection any one of the following on the part of Executive: (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board conviction of the intention or a plea of nolo contendre to terminate his employment for Cause, such notice to state in detail the particular a felony or act of moral turpitude which affects or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective reflects on the date immediately following the expiration Company or any Affiliate in a material and negative manner; (ii) attempted or actual theft, fraud or embezzlement of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises money or tangible or intangible assets or property of the Company (or any subsidiary thereofAffiliate; (iii) gross negligence or otherwise performing his willful misconduct in respect of Executive’s performance of her duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate responsibilities to the Board that he desires Company or any Affiliate; or (vi) breach of any material term, covenant, representation or warranty contained in this Agreement, which such breach (if susceptible to enter the premises of cure) remains uncured or is repeated following fifteen (15) days’ written notice from the Company (or a subsidiary to Executive thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty fifteen (3015) days written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A If this Agreement is terminated by the Company for Cause, the Company shall have no further obligations to Executive under this Agreement other than the Company’s obligation to pay Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date. For the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term. The Company shall reimburse Executive for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03. Additionally and notwithstanding any language in any long-term incentive plan or award, including any profits interest awards, if this Agreement is terminated by the Company for Cause, Executive will be treated as forfeiting all unvested award and any interests in any such awards. The Board may only terminate Executive’s employment hereunder in good faith on account of Cause, or it may separately determine that any termination is on account of Cause. Prior to such determination, however, the Board shall provide written notice to Executive, including the reasons for the determination of Cause, and if curable, any actions necessary or appropriate to cure such determination. If the Cause event is curable, Executive shall have the opportunity to appear before the Board to present arguments and evidence on his behalf and , Executive shall have a reasonable period of time, not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than to exceed thirty (30) days written notice by the Board of the intention to terminate his employment for Causedays, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure any such act finding of Cause hereunder. Following such presentation, upon Executive’s failure to appear or acts or upon Executive’s failure or failures to actcure, to as the extent such cure is possible. If he fails to cure such act or acts or failure or failures to actcase may be, the termination Board, by an affirmative vote of a majority of its members (excluding Executive), shall be effective on confirm that the date immediately following the expiration actions or inactions of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided Executive constitute Cause hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause,” which shall mean only (i) A termination for Cause shall not take effect unless the provisions intentional failure to perform (excluding by reason of disability) or gross negligence or willful misconduct in the performance of regular duties or other breach of fiduciary duty or material breach of this subsection (i) are complied with. Employee shall be given not less than Agreement which remains uncured after thirty (30) days written days’ notice by specifying in reasonable detail the Board nature of the intention failure, negligence, misconduct or breach and what is required of the Executive to terminate his employment cure, (ii) conviction or plea of nolo contendere to a felony or (iii) fraud or embezzlement or other dishonesty which has a material adverse effect on the Company. Before terminating the Executive for Cause, (A) at least two-thirds (2/3) of the members of the Board (excluding the Executive, if a Board member) must conclude in good faith that, in their view, one of the events described in subsection (i), (ii) or (iii) above has occurred and (B) such Board determination must be made at a duly convened meeting of the Board (X) of which the Executive received written notice to state at least ten (10) days in advance, which notice shall have set forth in reasonable detail the particular act facts and circumstances claimed to provide a basis for the Company’s belief that one of the events described in subsection (i), (ii) or acts or failure or failures to act that constitute (iii) above occurred and, in the grounds on which the proposed termination for Cause is based. Employee shall have thirty case of an event under subsection (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to acti), to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following remains uncured at the expiration of the thirty (30) day notice period, and (Y) at which the Executive had a reasonable opportunity to make a statement and answer the allegations against the Executive. If cure is not possibleIn the event of the termination of the Executive’s employment by the Company for Cause, the termination Company shall pay to the Executive the Termination Entitlements and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. The parties acknowledge and agree that this definition of “Cause” shall be effective on applicable and controlling with respect to the date of receipt of such notice option agreements executed by Employee. During any cure period provided hereunderthe Executive under the 1999 Stock Option Plan for Incentive Stock Options and/or 1999 Stock Option Plan for Non-Qualified Options, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises terms of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises Section 14 of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing each such act or acts or failure or failures to actoption agreement.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive's employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company's obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this Agreement, "Cause" shall mean the Executive's willful misconduct, dishonesty or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of one or more terms of this Agreement, which shall include the Executive's habitual neglect of the material duties required of him under this Agreement. For purposes of this Section, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. 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, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board by the vote of a majority of the entire Board at a meeting of the Board duly called and held for such purpose, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, as determined by the Board in its sole discretion, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty fifteen (3015) days prior written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. The Company may terminate this Agreement at any time, in the discretion of the Board, in the event of (i) A termination any conviction of Xxxxxxxx for Cause a felony, (ii) any material breach by Xxxxxxxx of a material written agreement between Xxxxxxxx and the Company or the UST Group, including this Agreement, (iii) any breach caused by Xxxxxxxx of the Company Agreement, the limited partnership agreement of any member of the UST Group, or the charter or bylaws of any corporation within the UST Group, provided that Xxxxxxxx had prior written notice of such agreement or other document and any amendment thereto (including a copy of the full text thereof) and provided further that such breach has a material adverse effect on the Company, (iv) any willful conduct by Xxxxxxxx materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Xxxxxxxx to comply with any material policies, procedures, or directives of the Board, provided that, Xxxxxxxx shall first be given notice from the Board of such failure and such failure shall not take effect unless have been cured within 10 days after such notice or, if such failure is not capable of being cured within 10 days, Xxxxxxxx shall not have commenced and be diligently pursuing in good faith efforts to cure such default, or (vi) any fraud, misappropriation of funds, embezzlement, or other similar acts of misconduct by Xxxxxxxx with respect to the provisions Company or the UST Group. In the event the Company terminates Xxxxxxxx' employment pursuant to this Section 6.2 for Cause, then Xxxxxxxx shall be paid on termination the Earned Amounts. For purposes of this subsection (i) are complied with. Employee Agreement, no act or failure to act on Xxxxxxxx' part shall be deemed "willful" unless done, or omitted to be done, in bad faith or without the reasonable belief that the act or failure to act was in the best interests of the Company or the UST Group. Any act or failure to act on the basis of authority given not less than thirty (30) days written notice by resolution duly adopted by the Board or on the basis of advice given by legal counsel for the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination Company shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possibleconclusively presumed to have been done, the termination shall or omitted to be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board maydone, in its sole good faith and absolute discretion, prohibit Employee from entering in the premises best interests of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any the UST Group. No termination of Xxxxxxxx' employment shall be for Cause unless such prohibition termination shall have been authorized in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to advance by a resolution adopted by the Board that he desires and delivered to enter the premises Xxxxxxxx, following a meeting of the Company Board at which Xxxxxxxx (or together with his counsel) shall have been afforded a subsidiary thereof) or reasonable opportunity to otherwise perform his duties hereunder solely to attempt to cure refute the act or acts or failure or failures to act that constitute the purported grounds on which the proposed for termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actCause.

Termination by the Company for Cause. The Company may terminate Employee’s employment hereunder for Cause at any time after providing written notice to Employee, which notice shall provide in reasonable detail the reason(s) for such termination. For purposes of this Agreement, “Cause” shall mean any of the following: (i) A termination for Cause 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 take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than have ceased or been remedied within thirty (30) days following written notice warning from the Company, provided that such obligation to provide written warning and the related right to cure shall not apply to (a) such matters as are not curable, or (b) repeated violations of this clause (i); (ii) acts or omissions by Employee involving Employee’s negligence related to the Board discharge of Employee’s duties; (iii) any act or failure to act by Employee constituting fraud, moral turpitude, or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, or dishonesty (collectively, “Fraud”); (iv) conviction of an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; or (vi) the Employee commits moral turpitude; (vii) Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of the intention Company not contrary to terminate his employment for Causethe provisions of this Agreement, where such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee refusal shall not have ceased or been remedied within thirty (30) days after following written warning from the date Company, provided that such obligation to provide written notice has been given to Employee in which warning and the related right to cure shall not apply to (a) such act matters as are not curable, or acts or failure or failures to act, to (b) repeated violations of this clause (vii); and (viii) Employee's violation of the extent such cure is possible. If he fails to cure such act or acts or failure or failures to actCompany's Code of Ethics and Business Conduct, the termination shall be effective on the date immediately following the expiration signing of the thirty (30) day notice period. If cure which is not possible, the termination shall be effective on the date a pre-condition of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actemployment.

Termination by the Company for Cause. The Company may terminate the Executive’s employment and this Agreement at any time during the Term for Cause, effective immediately upon written notice to the Executive of such termination. For purposes of this Section 5.1, “Cause” shall mean: a willful failure or refusal on Executive’s part to perform Executive’s duties under this Agreement, willful failure or refusal to carry out the lawful directions of the Board of Directors of the Company (i) A the “Board”); willful gross misconduct, willful dishonesty or fraud on Executive’s part in connection with Executive’s employment, regardless of whether it results in economic harm to the Company or its subsidiaries or affiliates; or a material breach by the Executive of any provision of this Agreement. No termination of the Executive's employment hereunder by the Company for Cause shall be effective as a termination for Cause shall not take effect unless the provisions of this subsection (i) are Section shall first have been complied with. Employee The Executive shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for CauseBoard, with such notice to state stating in reasonable detail the particular act or acts or failure or failures to act circumstances that constitute the grounds on which the proposed termination for Cause is based. Employee The Executive shall have thirty ten (3010) days after the date that receipt of such written notice has been given to Employee in which to fully cure such act or acts or failure or failures to actalleged violation, to the extent such cure is if possible. If he fails to cure such act or acts or failure or failures to actalleged violation within such ten (10) day period, the termination Executive shall then be effective on entitled to a hearing in person (together with counsel) before the date immediately following the expiration of the thirty (30) day notice periodfull Board. If cure is not possible, the termination shall be effective on the date of receipt of after such notice by Employee. During any cure period provided hereunderhearing, the Board may, in its sole and absolute discretion, prohibit Employee from entering gives written notice to the premises Executive confirming that a majority of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises members of the Company (or a subsidiary thereof) or full Board voted after the hearing to otherwise perform his duties hereunder solely to attempt to cure terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee omission shall be permitted deemed to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing be “willful” if such act or acts omission was taken (or failure omitted) in the good faith belief that such is in the best interests of, or failures not opposed to actthe best interests of, the Company or if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. (i) A termination by the Company for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty fifteen (3015) days prior written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act. For the avoidance of doubt, (A) if Employee terminates his employment after receiving notice from the Board pursuant to this Section 8(c)(i) of its intention to terminate his employment for Cause and prior to Employee curing any act or failure to act in accordance with this Section 8(c)(i) or (B) if Employee fails to comply with the terms and conditions applicable during any Notice Period or Garden Leave, in either case, Employee’s employment will be deemed terminated by the Company for Cause and Employee shall not be entitled to the payments and benefits set forth in Section 8(d) or (e) below.

Termination by the Company for Cause. (a) This Agreement may be terminated by the Company at any time for "good cause." For purposes hereof, "good cause" shall mean any of the following: (a) Operator s repeated negligence; (b) Operator s unremedied negligence; (c) Operator s willful misconduct; (d) Operator s material breach of the standards of operation contained in Section 3.1; or (e) Operator s material failure to perform its obligations under this Agreement. For purposes hereof, "repeated negligence" shall occur if (i) A termination Operator is negligent in performing any of its material obligations under this Agreement; (ii) Operator receives a notice in writing from the Management Committee specifying that the Management Committee has reasonably determined that Operator has failed to perform its duties as Operator, the basis for Cause such determination by the Management Committee, and the action necessary to be undertaken by Operator to remedy such failure; and (iii) the Operator receives such written notices more than two times in any six month period (provided that after issuing a written notice with respect to a failure by Operator to perform, the Company shall not take effect issue a second such notice with respect to the same underlying circumstances within a six-month period unless the provisions of this subsection Operator fails to promptly commence and continue diligent efforts to cure such failure). For purposes hereof, "unremedied negligence" shall occur if (i) are complied with. Employee shall Operator is negligent in performing any of its material obligations under this Agreement; (ii) Operator receives a notice in writing from the Management Committee specifying that the Management Committee has reasonably determined that Operator has been negligent in the performance of its duties under this Agreement as Operator, the basis for such determination by the Management Committee, and the action necessary to be given undertaken by Operator to remedy such failure; and (iii) Operator has not less than thirty (30) remedied, or commenced diligent efforts to cure or remedy within such period, its negligence within seven calendar days after its receipt of the written notice by the Board and does not continues to pursue such diligent efforts until such matters are cured or remedied after its receipt of the intention Management Committee s notice. (b) Termination of this Agreement as to terminate his employment for Cause, such notice any Company pursuant to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30Section 8.2(a) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, other section of this Agreement shall not in and of itself terminate this Agreement as between Operator and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonother Company; provided, however, that each such other Company shall have the right to terminate its Agreement with Operator upon 30 days' notice to Operator if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises it gives such notice within 60 days after effective date of the termination by another Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.under Section 8.2(a). 8.3

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, Company specifying such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of such written notice shall not be delivered until after the Company (or a subsidiary thereof) or shall have given the Executive written notice specifying the conduct alleged to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this Agreement, “Cause” shall mean the Executive’s willful misconduct, dishonesty or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of one or more terms of this Agreement, which shall include the Executive’s habitual neglect of the material duties required of her under this Agreement. For purposes of this Paragraph, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel for the Company shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In addition, Executive’s employment shall be deemed to have terminated for Cause if, within six months after the date of Executive’s Separation from Service (as hereinafter defined), based on facts and circumstances discovered after the Executive’s employment has terminated, the Board determines in good faith after appropriate investigation that the Executive committed an act during the Employment Term that would have justified a termination for Cause.

Termination by the Company for Cause. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause failure or refusal to perform the Executive’s duties as President of Mill Products after written notice from the COO; (ii) willful misconduct or gross negligence in the performance of Executive’s duties to Company that has an adverse effect on the Company after receipt of at least one warning from the Company or GBC Metals, LLC; (iii) intentional breach of a written covenant with or written policy of the Company or GBC Metals, LLC relating to the use and preservation of intellectual property and/or confidentiality; (iv) being impaired by or under the influence of alcohol, illegal drugs or controlled substances while working or while on the property of the Company or GBC Metals, LLC or any of their affiliated entities; (v) conviction of or plea of nolo contendre to a felony; or (vi) dishonest, disloyal or illegal conduct or gross misconduct which materially and adversely affects Executive’s performance or the reputation or business of the Company or GBC Metals, LLC or any of their affiliated entities (it being agreed that a xxxxx offense or a violation of the motor vehicle code shall not take effect unless constitute Cause) provided, however, that prior to the provisions determination that “Cause” under clause (i), (ii), (iii), (iv) or (vi) of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by Section 1.05 has occurred, the Board of shall (x) provide to the intention to terminate his employment Executive in writing, in reasonable detail, the reasons for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date determination that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act“Cause” exists, to (y) afford the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the Executive a thirty (30) day notice opportunity to remedy any such breach, if such breach is capable of being remedied during such 30 day period, and (z) provide Executive an opportunity to be heard prior to the final decision to terminate the Executive’s employment hereunder for such “Cause”. If cure is not possible, Notwithstanding the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunderpreceding sentence, the Board maymay terminate Executive without any advance notification if the “Cause” event is incapable of reasonably prompt cure or if the Board determines that its fiduciary duty requires such termination. The Board shall make any decision that “Cause” exists in good faith. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by the Executive in its sole and absolute discretion, prohibit Employee from entering bad faith or without reasonable belief that her/his action or omission was in the premises best interests of the Company (or any subsidiary thereof) successor or otherwise performing his duties hereunderaffiliate. Any act, and any such prohibition shall in no event constitute an event or failure to act, based upon authority given pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to a resolution duly adopted by the Board that he desires or based upon the advice of counsel for the Company, or any successor or affiliate, shall be conclusively presumed to enter be done, or omitted to be done, in good faith and in the premises best interests of the Company (Company, or a subsidiary any successor or affiliate thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. The Company shall have the right to terminate for “Cause” immediately. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause the Employee’s fraud, embezzlement or theft against the Company or any of its affiliates, (ii) the Employee’s material violation of the Company’s corporate policies or code of ethics, (iii) the Employee’s acts involving gross negligence, moral turpitude, dishonesty or fraud, or that in the good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, (iv) the Employee’s unauthorized disclosure or misuse of any trade secrets or confidential information of the Company or any of its affiliates, (v) material nonperformance by the Employee of his duties hereunder and failure to remedy such nonperformance within ten (10) days following written notice from the Company specifically identifying the nonperformance and the actions required to cure it, provided that the Employee shall not take effect unless be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is intended to, or reasonably likely to, in the good faith judgment of the Company, materially injure the business, prospects, or reputation of the Company or its affiliates and failure to remedy such misconduct within ten (10) days following written notice from the Company specifically identifying the misconduct and the actions required to cure it (if such misconduct can be cured), provided that the Employee shall not be permitted to cure repeated failures, or (vii) breach of a duty of loyalty or duty of care owed to the Company or any of the material terms or provisions of this subsection Agreement and failure to remedy such breach within ten (i10) are complied with. days following written notice from the Company specifically identifying the breach and the actions required to cure it (if such breach can be cured), provided that the Employee shall not be given not less than thirty (30) days written notice permitted to cure repeated failures. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered “willful” unless it is done, or omitted to be done, by the Board Employee in bad faith or without reasonable belief that the Employee’s action or omission was in the best interests of the intention to terminate his employment for CauseCompany. Any act, such notice to state in detail the particular act or acts or failure to act, based upon authority given by the managers of the Company or failures based upon the advice of counsel for the Company shall be presumed to act that constitute be done, or omitted to be done, by the grounds on Employee in good faith and in the best interests of the Company, which presumption can be rebutted by the proposed Company. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause is based. pursuant to this Section, the Company shall only be obligated to pay the Employee shall have within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty Employee’s termination of employment (30a) day notice period. If cure is not possible, the termination shall be effective on his base salary through the date of receipt termination, (b) reimbursement for reimbursable business expenses incurred prior to the date of termination, and (c) such notice other benefits and payments, as set forth in Section 5 above, to which the Employee may be entitled by Employee. During any cure period provided hereunder, law or pursuant to the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises benefit plans of the Company then in effect (or the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event payment to which the Employee may be entitled pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises benefit plans of the Company (or then in effect shall be paid at the time and in the form specified in such benefit plans. For the avoidance of doubt, in the event of a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure termination under this Section 6.A., the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall not be permitted entitled to enter any other payments under this Agreement, except as set forth in the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to acttwo immediately preceding sentences.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this Agreement, “Cause” shall mean the Executive’s willful misconduct, dishonesty or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of one or more terms of this Agreement, which shall include the Executive’s habitual neglect of the material duties required of him under this Agreement. For purposes of this Paragraph, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 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, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board by the vote of a majority of the entire Board at a meeting of the Board duly called and held for such purpose, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this Agreement, “Cause” shall mean the Executive’s willful misconduct, dishonesty or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of one or more terms of this Agreement, which shall include the Executive’s habitual neglect of the material duties required of him under this Agreement. For purposes of this Section, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 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, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board by the vote of a majority of the entire Board at a meeting of the Board duly called and held for such purpose, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause,” which shall mean only (i) A termination for Cause shall not take effect unless the provisions intentional failure to perform (excluding by reason of disability) or gross negligence or willful misconduct in the performance of regular duties or other breach of fiduciary duty or material breach of this subsection (i) are complied with. Employee shall be given not less than Agreement which remains uncured after thirty (30) days written days’ notice by specifying in reasonable detail the Board nature of the intention failure, negligence, misconduct or breach and what is required of the Executive to terminate his employment cure, (ii) conviction or plea of nolo contendere to a felony or (iii) fraud or embezzlement or other dishonesty which, has a material adverse effect on the Company. Before terminating the Executive for Cause, (A) at least two-thirds (2/3) of the members of the Board (excluding the Executive, if a Board member) must conclude in good faith that, in their view, one of the events described in subsection (i), (ii) or (iii) above has occurred and (B) such Board determination must be made at a duly convened meeting of the Board (X) of which the Executive received written notice to state at least ten (10) days in advance, which notice shall have set forth in reasonable detail the particular act facts and circumstances claimed to provide a basis for the Company’s belief that one of the events described in subsection (i), (ii) or acts or failure or failures to act that constitute (iii) above occurred and, in the grounds on which the proposed termination for Cause is based. Employee shall have thirty case of an event under subsection (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to acti), to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following remains uncured at the expiration of the thirty (30) day notice period, and (Y) at which the Executive had a reasonable opportunity to make a statement and answer the allegations against the Executive. If cure is not possibleIn the event of the termination of the Executive’s employment by the Company for Cause, the termination Company shall pay to the Executive the Termination Entitlements and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. The parties acknowledge and agree that this definition of “Cause” shall be effective on applicable and controlling with respect to the date of receipt of such notice option agreements executed by Employee. During any cure period provided hereunderthe Executive under the 1999 Stock Option Plan for Incentive Stock Options and/or 1999 Stock Option Plan for Non-Qualified Options, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises terms of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises Section 14 of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing each such act or acts or failure or failures to actoption agreement.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)) at any time with no notice required. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 10(f)(ii). For purposes of this Agreement, “Cause” means (i) A termination for Cause shall not take effect unless the provisions a material breach by Executive of any provision of this subsection Agreement; (ii) a material violation by Executive of any Policy (as defined in Section 17), (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates as defined in Section 21(k); (v) Executive’s fraud or misappropriation of funds or other property or (vi) the commission by Executive of an indictable offence or other serious crime involving fraud or dishonesty, whether in connection with the Executive’s employment or otherwise; provided that in the case of any breach of clauses (i) are complied with. Employee or (iii) that is curable, no termination thereunder shall be effective unless the Company shall have given not less than Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days written notice after receipt of such notice. If, subsequent to Executive’s termination of employment hereunder Without Cause (as defined in subsection (c) below), it is determined in good faith by the Board of the intention to terminate his Company that Executive’s employment could have been terminated for Cause, such notice to state in detail Executive’s employment shall, at the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration election of the thirty (30) day notice period. If cure is not possibleCompany, the termination shall be deemed to have been terminated for Cause, effective on as of the date of receipt the occurrence of the events giving rise to the Cause termination. Upon such notice by Employee. During any cure period provided hereunderdetermination, the Board may, in its sole Company shall (x) immediately cease paying any termination benefits pursuant to Section 10 hereof and absolute discretion, prohibit Employee from entering the premises of (y) Executive shall be obligated to immediately repay to the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event all amounts theretofore paid to Executive pursuant to which Employee may terminate employment with Good Reason; providedSection 10. In addition, howeverif not repaid, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 10(f) (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure other than the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is basedAccrued Obligations, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actas defined in Section 10(f)(i)).

Termination by the Company for Cause. (i) A termination The Company shall have the right to terminate this Agreement and Executive's employment hereunder "for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days cause" by giving Executive written notice by the Board to that effect. Any such termination of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following specified in such notice. In the expiration event of such termination, the Company shall pay to Executive (a) his unpaid Base Salary through the effective date of the thirty termination, (30b) day notice period. If cure is to the extent it has not possiblealready been paid, the termination shall be effective final Buyout Installment due and payable on March 15, 2003 under the USI Northeast Agreement, (c) any business expenses remaining unpaid on the effective date of receipt the termination for which Executive is entitled to be reimbursed under Section 5 of such notice this Agreement, and (d) pay Executive any USI Plan performance bonus for any prior period which was authorized by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises Compensation Committee of the Company USI Board but remained unpaid at the time of Executive's termination of employment. For the purpose of this Agreement, "for cause" shall mean (or any subsidiary thereofi) or otherwise performing his commission of a willful and material act of dishonesty in the course of Executive's duties hereunder, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty or moral turpitude, (iii) Executive's performance under the influence of controlled substances, or continued habitual intoxication, during working hours, after the Company shall have provided written notice to Executive and any such prohibition shall in no event constitute an event pursuant given Executive 30 days within which to which Employee may terminate employment commence rehabilitation with Good Reason; provided, however, that if cure is possiblerespect thereto, and Employee can reasonably demonstrate Executive shall have failed to commence such rehabilitation or continued to perform under the Board that he desires influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within 90 days after the Company shall have advised Executive in writing of its intention to enter terminate Executive's employment in accordance with the premises provisions of this Section 8.2, in the event such condition shall not have been cured, (v) Executive's personal, willful and continuing misconduct or refusal to perform duties and responsibilities described in Section 1 above, or to carry out reasonable and lawful directives of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is basedUSI CEO, Employee which, if capable of being cured, shall be permitted to enter the premises of not have been cured within 90 days after the Company shall have advised Executive in writing of its intention to terminate Executive's employment in accordance with the provision of this Section 8.2 or (iv) material non-compliance with the terms of this Agreement, including but not limited to any breach of Section 6 or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes Section 7 of curing such act or acts or failure or failures to actthis Agreement.

Termination by the Company for Cause. The Company may terminate Xxxxxx'x employment under this Agreement at any time for Cause (as hereinafter defined). The termination shall be evidenced by written notice thereof to Xxxxxx, which shall specify the cause for termination. For purposes of this Section 3.2, the term "Cause" shall be limited to the following: (i) A termination for Cause shall not take effect commission of any act of fraud by Xxxxxx with respect to which there is an admission of guilt or an indictment, conviction or civil judgment; (ii) misappropriation of funds or embezzlement by Xxxxxx with respect to which there is an admission of guilt or an indictment, conviction or civil judgment; (iii) Xxxxxx'x indictment or conviction on any felony criminal charges (excluding vehicular crimes unless the provisions a prison term of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice or more is actually imposed); (iv) willful misconduct or malfeasance in the performance of Xxxxxx'x duties in any material respect; (v) any willful misrepresentation or willful series of misrepresentations made by Xxxxxx to the Company or its Board of Directors in connection with the performance of his duties hereunder which individually or in the aggregate are material; (vi) cessation of the Company due to bankruptcy or insolvency; (vii) any material breach by Xxxxxx of any of the provisions of Sections 4 or 5 of this Agreement; or (viii) any other material breach by Xxxxxx of this Agreement (including, without limitation, any willful failure to adhere to instructions given by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on Directors) which the proposed termination for Cause is based. Employee shall have not cured by Xxxxxx within thirty (30) days after the date his receipt of written notice thereof; provided, that if such failure is curable but is incapable of cure within thirty (30) days after such written notice, Xxxxxx shall have ninety (90) days after such notice has been given to Employee in which cure the failure, so long as Xxxxxx commences action to cure such act or acts or failure or failures to act, to the extent within such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If period and thereafter diligently and continuously takes action to cure is not possible, such failure during the termination shall be effective on the date of receipt remainder of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company ninety (or any subsidiary thereof90) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actdays.

Termination by the Company for Cause. (i) A The Company may terminate this Agreement and Singdahlsen's employment at any time if such termination is for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days "Cause", as defined below, by delivering to Singdahlsen written notice of termination supported by the Board a reasonably detailed statement of the intention to terminate his employment relevant facts and reason for Cause, termination and such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on immediately upon delivery of such notice to Singdahlsen. In the date immediately following the expiration event of the thirty (30) day notice period. If cure is not possiblesuch termination, the termination Company shall be effective on pay Singdahlsen, no later than the ten days following the date of receipt termination, a lump sum equal to Singdahlsen's accrued base salary through the date of such notice termination, and any and all accrued vacation pay, and accrued benefits through the date of termination. Unvested stock options or restricted stock shall be forfeited by EmployeeSingdahlsen. During any cure period provided hereunderFor purposes of this Agreement, "Cause" shall exist if (i) Singdahlsen has committed an act of embezzlement, fraud or theft with respect to the Board mayproperty of the Company, in its sole and absolute discretion, prohibit Employee from entering (ii) disregarded the premises rules of the Company (so as to cause material loss, damage or any subsidiary thereof) or otherwise performing his duties hereunderinjury to, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to materially endanger, the Company's property, business or employees, (iii) Singdahlsen has abused alcohol or drugs on the job or in a manner affecting his job performance, (iv) Singdahlsen has been found guilty of or has plead nolo contendere to the commission of a felony offense or a misdemeanor offense involving moral turpitude, or (v) Singdahlsen has breached this Agreement or has failed to perform his Singdahlsen's duties hereunder solely for under this Agreement, including by reason of Singdahlsen's failure to execute the purposes reasonable directives of curing such the Company's Chief Executive Officer or the Board of Directors. Notwithstanding the foregoing sentence, in the event that a failure occurs under clause (v) of the foregoing sentence, "Cause" shall not exist if the failure is the result of Singdahlsen's unwillingness to execute any act which would constitute a violation of existing law, regulation or acts rule applicable to Company or Singdahlsen, or if the failure is the result of an act of a party or failures to actan intervening event outside of Singdahlsen's authority or control.

Termination by the Company for Cause. (i) A termination for Cause by the Company shall not take effect unless the following provisions of this subsection paragraph (i) are complied with. Employee : The Executive shall first be given not less than thirty (30) days written notice by the Board of the its intention to terminate his employment him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is basedbased and (B) to be given within ninety (90) days of the Board learning of such act or acts or failure or failures to act. Employee The Executive shall then have thirty ten (3010) calendar days after the date that such written notice has been given to Employee received by the Executive in which to cure such act or acts or failure or failures to actconduct, to the extent such cure is possiblepossible (solely with respect to paragraph (ii) of the definition of “Cause” set forth in Section 1(e) above). If he the Executive fails to cure such act conduct or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If such cure is not possible, the termination Executive shall then be entitled to a hearing before the Board, at which the Executive and his representative shall have the right to attend and address the Board. Such hearing shall be effective on held within fifteen (15) calendar days of such notice to the date Executive, provided he requests such hearing within ten (10) calendar days of receipt of the written notice from the Board of the intention to terminate him for Cause. If, within five (5) calendar days following such hearing, the Executive is furnished written notice by Employee. During any cure period provided hereunderthe Board confirming that at least two-thirds of the entire membership of the Board determined, in good faith, that the Executive engaged in conduct set forth in the definition of Cause herein, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition Executive shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination thereupon be immediately terminated for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actCause.

Termination by the Company for Cause. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause failure or refusal to perform the Executive’s duties as President of Oster Group after written notice from the CEO; (ii) willful misconduct or gross negligence in the performance of Executive’s duties to Company that has an adverse effect on the Company after receipt of at least one warning from the Company or Oster Group; (iii) intentional breach of a written covenant with or written policy of the Company or Oster Group relating to the use and preservation of intellectual property and/or confidentiality; (iv) being impaired by or under the influence of alcohol, illegal drugs or controlled substances while working or while on the property of the Company or Oster Group or any of their affiliated entities; (v) conviction of or plea of nolo contendre to a felony; or (vi) dishonest, disloyal or illegal conduct or gross misconduct which materially and adversely affects Executive’s performance or the reputation or business of the Company or Oster Group (it being agreed that a xxxxx offense or a violation of the motor vehicle code shall not take effect unless constitute Cause) provided, however, that prior to the provisions determination that “Cause” under clause (i), (ii), (iii), (iv) or (vi) of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by Section 1.05 has occurred, the Board of shall (x) provide to the intention to terminate his employment Executive in writing, in reasonable detail, the reasons for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date determination that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act“Cause” exists, to (y) afford the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the Executive a thirty (30) day notice opportunity to remedy any such breach, if such breach is capable of being remedied during such 30 day period, and (z) provide Executive an opportunity to be heard prior to the final decision to terminate the Executive’s employment hereunder for such “Cause”. If cure is not possible, Notwithstanding the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunderpreceding sentence, the Board maymay terminate Executive without any advance notification if the “Cause” event is incapable of reasonably prompt cure or if the Board determines that its fiduciary duty requires such termination. The Board shall make any decision that “Cause” exists in good faith. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by the Executive in its sole and absolute discretion, prohibit Employee from entering bad faith or without reasonable belief that her/his action or omission was in the premises best interests of the Company (or any subsidiary thereof) successor or otherwise performing his duties hereunderaffiliate. Any act, and any such prohibition shall in no event constitute an event or failure to act, based upon authority given pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to a resolution duly adopted by the Board that he desires or based upon the advice of counsel for the Company, or any successor or affiliate, shall be conclusively presumed to enter be done, or omitted to be done, in good faith and in the premises best interests of the Company (Company, or a subsidiary any successor or affiliate thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A termination The Company may terminate this Agreement and Executive’s employment with the Company for Cause (as defined herein) upon the Company giving written notice of termination to the Executive. The following acts or omissions by the Executive shall not take effect unless the provisions constitute “Cause” for immediate termination of this subsection Agreement: (iA) are complied with. Employee shall be given not less than thirty (30) days written notice conduct by the Board Executive constituting a felony or other crime involving dishonesty, theft or an act of moral turpitude; (B) conduct of the intention Executive which is materially injurious, or reasonably likely to terminate his employment for Causebe materially injurious, such notice to state in detail the particular Company or any Related Companies, monetarily or otherwise; (C) an act or acts of dishonesty by the Executive involving the Company or any Related Companies; (D) willful misconduct or gross negligence in the performance of the Executive’s duties under this Agreement, (E) refusal by the Executive to perform Executive’s duties hereunder and, to the extent that such refusal or failure or failures is subject to act that constitute cure (as determined by the grounds on which Company in its reasonable discretion) failure of the proposed termination for Cause is based. Employee shall have Executive to cure same within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, thereof to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good ReasonExecutive; provided, however, that no such notice and opportunity shall be required if cure is possiblethe same refusal or failure occurs by the Executive after the initial refusal or failure has been cure; (F) any breach of the Executive’s obligations under Section 5 of this Agreement, and Employee can reasonably demonstrate or (G) a material breach by the Executive of any of the other provisions of this Agreement and, to the Board extent that he desires such breach is subject to enter cure (as determined by the premises Company in its reasonable discretion) failure of the Company Executive to cure same within thirty (30) days after notice thereof to the Executive; provided, however, that no such notice shall be required if the same breach occurs by the Executive after the initial breach has been cured. A termination for “Cause” shall be effective immediately (or a subsidiary thereof) or on such later date set forth in the written notice of termination to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actExecutive).

Termination by the Company for Cause. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause willful failure or refusal to perform Executive’s duties as Chief Financial Officer of the Company after written notice from the CEO; (ii) willful misconduct or gross negligence in the performance of Executive’s duties to the Company that has an adverse effect on the Company after receipt of at least one warning from the Company; (iii) intentional breach of a written covenant with or written policy of the Company relating to the use and preservation of intellectual property and/or confidentiality; (iv) being impaired by or under the influence of alcohol, illegal drugs, or controlled substances while working or while on the property of the Company or any of its affiliated entities; (v) conviction of or plea of nolo contendre to a felony; or (vi) dishonest, disloyal, or illegal conduct or gross misconduct which materially and adversely affects Executive’s performance or the reputation or business of the Company (it being agreed that a xxxxx offense or a violation of the motor vehicle code shall not take effect unless constitute Cause), provided, however, that prior to the provisions determination that “Cause” under clause (i), (ii), (iii), (iv), or (vi) of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by Section 1.06 has occurred, the Board of shall (x) provide to Executive in writing, in reasonable detail, the intention to terminate his employment reasons for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date determination that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act“Cause” exists, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the (y) afford Executive a thirty (30) day notice opportunity to remedy any such breach, if such breach is capable of being remedied during such 30-day period. If cure is not possible, and (z) provide Executive an opportunity to be heard prior to the termination shall be effective on final decision to terminate Executive’s employment hereunder for such “Cause.” Notwithstanding the date of receipt of such notice by Employee. During any cure period provided hereunderpreceding sentence, the Board maymay terminate Executive without any advance notification if the “Cause” event is incapable of reasonably prompt cure or if the Board determines that its fiduciary duty requires such termination. The Board shall make any decision that “Cause” exists in good faith. For purposes of this Agreement, no act or failure to act on Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by Executive in its sole and absolute discretion, prohibit Employee from entering bad faith or without reasonable belief that her/his action or omission was in the premises best interests of the Company (or any subsidiary thereof) successor or otherwise performing his duties hereunderaffiliate. Any act, and any such prohibition shall in no event constitute an event or failure to act, based upon authority given pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to a resolution duly adopted by the Board that he desires or based upon the advice of counsel for the Company, or any successor or affiliate, shall be conclusively presumed to enter be done, or omitted to be done, in good faith and in the premises best interests of the Company (Company, or a subsidiary any successor or affiliate thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. The Company shall have the right to terminate for “Cause” immediately. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause fraud, embezzlement, or theft against the Company or any of its affiliates, (ii) any material violation of the Company’s corporate policies or code of ethics, (iii) any acts involving gross negligence, moral turpitude, dishonesty or fraud, or that in the good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, (iv) an unauthorized disclosure or misuse of any trade secrets or confidential information of the Company or any of its affiliates, (v) material nonperformance by the Employee of his duties hereunder, including, without limitation, failing in any material respect to carry out lawful directions of the Board, and failure to remedy such nonperformance within ten (10) days following written notice from the Company specifically identifying the nonperformance and the actions required to cure it, provided that the Employee shall not take effect unless be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is intended to, or reasonably likely to, in the good faith judgment of the Company, materially injure the business, prospects, or reputation of the Company or its affiliates and failure to remedy such misconduct within ten (10) days following written notice from the Company specifically identifying the misconduct and the actions required to cure it (if such misconduct can be cured), provided that the Employee shall not be permitted to cure repeated failures, (vii) breach of a fiduciary duty owed to the Company or any of the material terms or provisions of this subsection Agreement and failure to remedy such breach within ten (i10) are complied with. days following written notice from the Company specifically identifying the breach and the actions required to cure it (if such breach can be cured), provided that the Employee shall not be given not less than thirty permitted to cure repeated failures, (30viii) days written notice by the Board use of illegal drugs at work; and (ix) material breach of the intention terms of this Agreement. Notwithstanding any other provision of this Agreement, in the event of a termination pursuant to terminate his employment for Causethis Section, such notice the Company shall only be obligated to state in detail pay the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the of Employee’s termination shall be effective on the date immediately following the expiration of the thirty employment (30a) day notice period. If cure is not possible, the termination shall be effective on his base salary through the date of receipt termination, (b) reimbursement for reimbursable business expenses incurred prior to the date of termination, and (c) such notice other benefits and payments to which the Employee may be entitled by Employee. During any cure period provided hereunder, law or pursuant to the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises benefit plans of the Company then in effect (or the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event payment to which the Employee may be entitled pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises benefit plans of the Company (or then in effect shall be paid at the time and in the form specified in such benefit plans. For the avoidance of doubt, in the event of a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure termination under this Section 7.A., the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall not be permitted entitled to enter any other payments under this Agreement except as set forth in the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actimmediately preceding sentence.

Termination by the Company for Cause. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause failure or refusal to perform the Executive’s duties as President of Chase Brass after written notice from the CEO; (ii) willful misconduct or gross negligence in the performance of Executive’s duties to Company that has an adverse effect on the Company after receipt of at least one warning from the Company or Chase Brass; (iii) intentional breach of a written covenant with or written policy of the Company or Chase Brass relating to the use and preservation of intellectual property and/or confidentiality; (iv) being impaired by or under the influence of alcohol, illegal drugs or controlled substances while working or while on the property of the Company or Chase Brass or any of their affiliated entities; (v) conviction of or plea of nolo contendre to a felony; or (vi) dishonest, disloyal or illegal conduct or gross misconduct which materially and adversely affects Executive’s performance or the reputation or business of the Company or Chase Brass (it being agreed that a xxxxx offense or a violation of the motor vehicle code shall not take effect unless constitute Cause) provided, however, that prior to the provisions determination that “Cause” under clause (i), (ii), (iii), (iv) or (vi) of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by Section 1.05 has occurred, the Board of shall (x) provide to the intention to terminate his employment Executive in writing, in reasonable detail, the reasons for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date determination that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act“Cause” exists, to (y) afford the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the Executive a thirty (30) day notice opportunity to remedy any such breach, if such breach is capable of being remedied during such 30 day period, and (z) provide Executive an opportunity to be heard prior to the final decision to terminate the Executive’s employment hereunder for such “Cause”. If cure is not possible, Notwithstanding the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunderpreceding sentence, the Board maymay terminate Executive without any advance notification if the “Cause” event is incapable of reasonably prompt cure or if the Board determines that its fiduciary duty requires such termination. The Board shall make any decision that “Cause” exists in good faith. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by the Executive in its sole and absolute discretion, prohibit Employee from entering bad faith or without reasonable belief that her/his action or omission was in the premises best interests of the Company (or any subsidiary thereof) successor or otherwise performing his duties hereunderaffiliate. Any act, and any such prohibition shall in no event constitute an event or failure to act, based upon authority given pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to a resolution duly adopted by the Board that he desires or based upon the advice of counsel for the Company, or any successor or affiliate, shall be conclusively presumed to enter be done, or omitted to be done, in good faith and in the premises best interests of the Company (Company, or a subsidiary any successor or affiliate thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. The Company may terminate Xxxxxx'x employment under this Agreement at any time for Cause (as hereinafter defined). The termination shall be evidenced by written notice thereof to Xxxxxx, which shall specify the cause for termination. For purposes of this Section 3.2, the term "Cause" shall be limited to the following: (i) A termination for Cause shall not take effect commission of any material act of fraud by Xxxxxx with respect to which there is an admission of guilt or a conviction or final, unappealable civil judgment; (ii) misappropriation of funds or embezzlement by Xxxxxx with respect to which there is an admission of guilt or a conviction; (iii) Xxxxxx'x conviction on any felony criminal charges (excluding vehicular crimes unless the provisions a prison term of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice or more is actually imposed); (iv) willful misconduct or malfeasance in the performance of Xxxxxx'x duties in any material respect; (v) any willful misrepresentation or willful series of misrepresentations made by Xxxxxx to the Company or the Board in connection with the performance of his duties hereunder which individually or in the aggregate are material; (vi) any material breach by Xxxxxx of any of the provisions of Sections 4 or 5 of this Agreement; or (vii) any other material breach by Xxxxxx of this Agreement (including, without limitation, any willful failure to adhere to good faith, lawful instructions given by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on Board) which the proposed termination for Cause is based. Employee shall have not cured by Xxxxxx within thirty (30) days after the date his receipt of written notice thereof; provided, that if such failure is curable but is incapable of cure within thirty (30) days after such written notice, Xxxxxx shall have ninety (90) days after such notice has been given to Employee in which cure the failure, so long as Xxxxxx commences action to cure such act or acts or failure or failures to act, to the extent within such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If period and thereafter diligently and continuously takes action to cure is not possible, such failure during the termination shall be effective on the date of receipt remainder of such notice by Employeeninety (90) days. During any cure period provided hereunder, Xxxxxx shall not be deemed to have been terminated for Cause unless and until the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises occurrence of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.following two events:

Termination by the Company for Cause. The Company may terminate this Agreement for Cause at any time, upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, Cause is defined as (i) A termination for Cause shall not take effect unless the provisions Executive's willful and material breach of the terms of this subsection Agreement; (iii) are complied with. Employee shall be given not less than thirty the Executive's commission of any felony or any crime involving moral turpitude; (30iii) days written notice gross negligence or willful misconduct by the Board of the intention to terminate Executive in connection with his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided position hereunder, (iv) the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise Executive's willful refusal to perform his duties hereunder solely for (other than a failure due to disability) that results in material harm to the Company, after written notice specifying the failure and a reasonable opportunity of at least forty-five (45) days to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion) or (v) a material and willful breach by Executive of any of his obligations hereunder and the failure of Executive to cure such breach within forty-five (45) days after receipt by Executive of a written notice of the Company specifying in reasonable detail the nature of the breach. The Company intends that "Cause" must be based only on meaningful and significant matters and not on matters of minor importance. For purposes of curing such act or acts this Section, an act, or failure or failures to act, on Executive's part shall be considered "willful" only if done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Upon the termination for Cause of Executive's employment, the Company shall have no further obligation or liability to the Executive other than for salary earned under this Agreement prior to the date of termination, and any accrued but unused vacation and unreimbursed expenses.

Termination by the Company for Cause. The Company may terminate the employment upon written notice to Executive for “Cause”. For purposes hereof, “Cause” shall mean the occurrence of one or more of the following: (i) A the conviction of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or any other action or inaction involving willful malfeasance or material fiduciary breach with respect to the Company or an affiliate; (ii) gross negligence or willful misconduct with respect to the Company or an affiliate; (iii) any act or acts of intentional dishonesty or willful misrepresentation (including by omission) of a material nature; (iv) material violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (v) Executive’s refusal to perform the material duties and responsibilities lawfully and ethically required to be performed by Executive under the terms of the definitive employment agreements; or (vi) a material breach by Executive of the definitive employment agreements or any other agreement to which Executive and the Company or its affiliates are parties (provided, however, failure alone to achieve any performance milestones will not be deemed a breach of this Agreement or a reason for Cause termination). Any event described in (iv) through (vi) above shall not constitute Cause unless the Company delivers to Executive a written notice of termination for Cause shall not take effect unless describing the provisions applicable circumstances within ninety (90) days after the Company first learns of this subsection (i) are complied with. Employee shall be given not less than the existence of the applicable circumstances giving rise to Cause, and within thirty (30) days written notice by the Board following delivery of the intention to terminate his employment for Causesuch notice, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice Executive has been given to Employee in which failed to cure such act or acts or failure or failures the circumstances giving rise to act, Cause to the extent such cure is possiblecircumstances may be cured. If he fails In the event of a termination for Cause, as enumerated above, Executive shall have no right to cure such act any Separation Benefits (as defined in Subsection 6(e) below) or acts or failure or failures to act, other compensation accruing after the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, termination (the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder“Separation Date”), and any such prohibition shall in no event constitute an event pursuant right to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, bonus not yet due and Employee can reasonably demonstrate to payable at the Board that he desires to enter the premises time of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to acttermination.

Termination by the Company for Cause. (i) A termination USI, by the affirmative action of the Board, shall have the right to terminate this Agreement and Executive's employment hereunder "for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days cause" by giving Executive written notice by the Board to that effect. Any such termination of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following specified in such notice. In the expiration event of such termination, the Company shall pay to Executive (a) his unpaid Base Salary through the effective date of the thirty termination, and (30b) day notice period. If cure is not possible, any business expenses remaining unpaid on the effective date of the termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement. For the purpose of this Agreement, "for cause" shall be effective on mean (i) commission of a willful and material act of dishonesty in the date course of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his Executive's duties hereunder, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty or moral turpitude, (iii) Executive's performance under the influence of controlled substances, or continued habitual intoxication, during working hours, after USI shall have provided written notice to Executive and any such prohibition shall in no event constitute an event pursuant given Executive 30 days within which to which Employee may terminate employment commence rehabilitation with Good Reason; provided, however, that if cure is possiblerespect thereto, and Employee can reasonably demonstrate Executive shall have failed to commence such rehabilitation or continued to perform under the influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within 90 days after USI shall have advised Executive in writing of its intention to terminate Executive's employment in accordance with the provisions of this Section 8.2, in the event such condition shall not have been cured, (v) Executive's personal, willful and continuing misconduct or refusal to perform duties and responsibilities described in Section 1 above, or to carry out reasonable and lawful directives of the Board, which, if capable of being cured, shall not have been cured within 30 days after the Board that he desires shall have advised Executive in writing of its intention to enter terminate Executive's employment in accordance with the premises provision of this Section 8.2 or (vi) material non-compliance with the Company (terms of this Agreement, including but not limited to any breach of Section 6 or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises Section 7 of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actthis Agreement.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause at any time. In the event of a termination of Executive’s employment by the Company for Cause, the sole termination benefits payable to or in respect of Executive shall be as provided in Section 8(f). The Company shall give Executive written notice of a termination for Cause (the “Cause Notice”) that shall state the particular action(s) or inaction(s) giving rise to the termination for Cause. No action(s) or inaction(s) will constitute Cause unless (1) a resolution finding that Cause exists has been approved by a majority of all of the members of the Board at a meeting at which Executive is allowed to appear with her legal counsel and (2) where remedial action is feasible, Executive fails to remedy the action(s) or inaction(s) within fifteen (15) days after receiving the Cause Notice. If Executive so effects a cure to the satisfaction of the Board, the Cause Notice shall be deemed rescinded and of no force or effect. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause shall not take effect unless any gross negligence or willful misconduct of Executive resulting in a material loss to the provisions Company or any of its subsidiaries, or material damage to the reputation of the Company or any of its subsidiaries; (ii) any willful refusal by Executive to follow lawful directives of the Chief Executive Officer or the Board which are consistent with the scope and nature of Executive’s duties and responsibilities as set forth herein (other than any such failure resulting from incapacity due to physical or mental illness); (iii) any material breach by Executive of one or more of the covenants referred to in Article 9 hereof; (iv) any violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries; or (v) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or of any crime involving moral turpitude, fraud or embezzlement. For purposes of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for Causeparagraph, such notice to state in detail the particular act or acts no act, or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination on Executive’s part shall be effective on considered “willful” unless done or omitted to be done, by the date immediately following Executive not in good faith and without reasonable belief that the expiration Executive’s action or omission was in the best interests of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actCompany.