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

Termination by the Company for Cause. Executive may be terminated for "Cause" by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive The Executive's employment hereunder may be terminated for "Cause" Cause upon written notice by the Company as provided belowCompany. As used hereinFor purposes of this Agreement, the term "Cause" shall mean (i) conviction of 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 a felonysubstantial 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; or (ii) the commission Executive's willfully engaging in conduct materially and demonstrably injurious to the property or business of the Company, 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 fraud or theft againstwritten notice from the Company that the Executive is in material breach of this Agreement, or embezzlement from, specifying the Companyparticulars of such breach. For purposes of this sectionAgreement, no act act, or failure to act act, on Executive's the part of the Executive shall be considered deemed "willful" or engaged in "willfully" if it (i) was due primarily to an error in judgment or negligence, but shall be reason for termination for Cause deemed "willful" or engaged in "willfully" only if done, or omitted to be done, by the Executive not in good faith and with the without reasonable belief that the his action or omission was in the best interests interest of the Company, (ii) was approved in advance by the Chief Executive Officer or the Board, or (iii) was done or omitted in accordance with the terms of the applicable Company policy then in effect. Cause Notwithstanding the foregoing, the Executive shall not exist be deemed to have been terminated as a result of "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds of the entire membership three-quarters of the Board then in office at a meeting of the Board called and held for the such purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himthe Executive, together with his counsel, to be heard before the Board at such meetingBoard), of finding that that, in the good faith opinion of the Board, the Executive was guilty of the conduct has committed an act set forth above in this Section 10(a5(D) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, Nothing herein shall limit the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction right of the Executive for a felony, or his legal representative to contest the validity or propriety of any such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causedetermination.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 9(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and until there shall have been delivered 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments and the economic equivalent of the benefits the Company all amounts theretofore paid to Executive would have received pursuant to Section 9. In addition, if his employment had been terminated by not repaid, the Company without Causeshall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. Executive may be terminated for "Cause" Termination by the Company as provided below. As used hereinof Employee's employment “For Cause”, the term "Cause" shall mean termination upon (i) conviction the willful and continued failure by Employee substantially to perform his duties with the Company in good faith (other than any such failure resulting from his incapacity because of physical or mental illness or any such actual or antici­pated failure resulting from his termination for “Good Reason”), after a demand for substantial performance is delivered to him by the Executive for a felony; Board that specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties in good faith, or (ii) the commission willful engaging by the Executive of fraud or theft against, or embezzlement from, Employee in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this sectionParagraph 3.3, no act act, or failure to act, on Employee's act on Executive's part shall be considered to be reason for termination for Cause if "willful" unless done, or omitted to be done, by Executive Employee not in good faith and with the without reasonable belief that the his action or omission was in the best interests interest of the Company. Cause Notwithstanding the foregoing, Employee shall not exist be deemed to have been terminated For Cause unless and until there shall have been delivered to the Executive Employee written Notice of Termination and a copy of a resolution, resolutions duly adopted by the affirmative vote of not less than two thirds a majority of the entire membership members of the Board at a meeting of the Board called and held for the such purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof Employee and an opportunity for himEmployee, together with his counsel, to be heard before the Board at such meeting), of Board) finding that in the good faith opinion of the Board, the Executive Employee was guilty of the conduct set forth above in clause (i) or (ii) of the first sentence of this Section 10(a) Paragraph 3.3 and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive The Company may be terminated terminate your employment hereunder for "Cause" by . For purposes of this Agreement, the Company as provided below. As used herein, shall have “Cause” to terminate your employment hereunder upon: (A) your commission of gross negligence in the term "Cause" shall mean performance or non-performance of any of your duties or responsibilities to the Company which has not been cured within thirty (i30) conviction of days after written notice from the Executive for a felonyCompany; or (iiB) the commission by the Executive your willful engagement in fraud, act of fraud or theft againstdishonesty, or embezzlement fromillegal conduct which is materially injurious to the Company, monetarily or otherwise; or (C) your willful and material violation of the provisions of this Agreement that has not been cured within thirty (30) days after written notice from the Company. For purposes of this sectionparagraph, no act act, or failure to act on Executive's your part shall be considered to be reason for termination for Cause if “willful” unless done, or omitted to be done, by Executive you not in good faith and with the without reasonable belief that the your action or omission was in the best interests interest of the Company. Cause Notwithstanding the foregoing, you shall not exist unless and until there shall be deemed to have been delivered terminated for Cause without: (i) reasonable notice to you setting forth the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held reasons for the purpose Company’s intention to terminate for Cause, (after ten (10ii) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for himyou, together with his your counsel, to be heard before the Board, and (iii) delivery to you of a Notice of Termination as defined in subsection (f) hereof from the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was Board that you were guilty of the conduct set forth above in this Section 10(a) hereinabove, and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive The Company may be terminated terminate the Executive's employment during the Term for "Cause" by the Company as provided below. As used hereinFor purposes of this Agreement, the term "Cause" shall mean (i) conviction the willful and continued failure by the Executive to substantially perform his duties as an employee of the Executive for Company (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured to the Board’s satisfaction within a felony; or reasonable period after written notice thereof to Executive, (ii) the Executive being convicted of or a plea of nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability), (iii) the commission by the Executive of fraud a material act of dishonesty or theft againstbreach of trust resulting or intending to result in personal benefit or enrichment to the Executive at the expense of the Company, or embezzlement from, (iv) an unauthorized absence from employment that is not cured to the CompanyBoard’s satisfaction within five (5) days after written notice thereof to Executive. For purposes of this sectionparagraph, no act act, or failure to act act, on the Executive's part shall be considered to be reason for termination for Cause if "willful" unless done, or omitted to be done, by Executive him not in good faith and with the without reasonable belief that the his action or omission was not in the best interests interest of the Company. Cause Notwithstanding the foregoing, the Executive shall not exist be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two two-thirds (⅔) of the entire authorized membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himthe Executive, together with his counsel, to be heard before the Board at such meeting), of Board) finding that in the good faith opinion of the Board, Board the Executive was guilty of the conduct set forth above in clauses (i), (ii), (iii) or (iv) of the second sentence of this Section 10(a) paragraph and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive The Company may be terminated for "Cause" by terminate this Agreement at any time, in the Company as provided below. As used hereindiscretion of the Board, in the term "Cause" shall mean event of (i) any conviction of the Executive for a felony; , (ii any material breach by Executive of a material written agreement between Executive and the Company or the UST Group, including this Agreement, (ii any breach caused by Executive of the limited partnership agreement or operating agreement of any member of the UST Group, or the charter or bylaws of any corporation within the UST Group, provided that Executive had prior written notice of such agreement or other document and any amendment thereto (including a copy of the full text thereof) and provided that such breach has a material adverse effect on the Company, (iv any willful conduct by Executive materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Executive to comply with any material policies, procedures, or directives of the Board, provided that, Executive shall first be given notice from the Board of such failure and such failure shall not have been cured within ten days after such notice or, if such failure is not capable of being cured within ten days, Executive shall not have commenced and be diligently pursuing in good faith efforts to cure such default, or (ii) the commission by the Executive vi any fraud, misappropriation of fraud or theft againstfunds, embezzlement, or embezzlement fromother similar acts of misconduct by Executive with respect to the Company or the UST Group. In the event the Company terminates Executive's employment pursuant to this Section 6.2 for Cause, then Executive shall be paid on termination the CompanyEarned Amounts. For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if deemed "willful" unless done, or omitted to be done, by Executive in good bad faith and with or without the reasonable belief that the action act or omission failure to act was in the best interests of the CompanyCompany or the UST Group. Cause shall not exist unless and until there shall have been delivered Any act or failure to act on the Executive a copy basis of a resolution, authority given by resolution duly adopted by the affirmative vote Board or on the basis of not less than two thirds advice given by legal counsel for the Company shall be conclusively presumed to have been done, or omitted to be done, in good faith and in the best interests of the entire membership Company or the UST Group. No termination of Executive's employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board at and delivered to Executive, following a meeting of the Board held for the purpose at which Executive (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be have been afforded a reasonable opportunity to refute the date specified in the "Notice of Termination;" provided, however, that in the case of a purported grounds for termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive The Company may be terminated terminate the Executive’s employment during the Term for "Cause" by the Company as provided below. As used hereinFor purposes of this Agreement, the term "“Cause" ” shall mean (i) conviction the willful and continued failure by the Executive to substantially perform his duties as an employee of the Executive for Company (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured to the Board’s satisfaction within a felony; or reasonable period after written notice thereof to Executive, (ii) the Executive being convicted of or a plea of nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability), (iii) the commission by the Executive of fraud a material act of dishonesty or theft againstbreach of trust resulting or intending to result in personal benefit or enrichment to the Executive at the expense of the Company, or embezzlement from, (iv) an unauthorized absence from employment that is not cured to the CompanyBoard’s satisfaction within five (5) days after written notice thereof to Executive. For purposes of this sectionparagraph, no act act, or failure to act act, on the Executive's ’s part shall be considered to be reason for termination for Cause if “willful” unless done, or omitted to be done, by Executive him not in good faith and with the without reasonable belief that the his action or omission was not in the best interests interest of the Company. Cause Notwithstanding the foregoing, the Executive shall not exist be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two two-thirds (2/3) of the entire authorized membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himthe Executive, together with his counsel, to be heard before the Board at such meeting), of Board) finding that in the good faith opinion of the Board, Board the Executive was guilty of the conduct set forth above in clauses (i), (ii), (iii) or (iv) of the second sentence of this Section 10(a) paragraph and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 9(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and until there shall have been delivered substantially perform her 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the economic equivalent of regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the benefits the Executive would have received if his employment had been terminated by the Company without CauseAccrued Obligations).

Termination by the Company for Cause. The Company may terminate this Agreement and the Executive’s employment at any time if such termination is for “Cause”, as defined below, by delivering to the Executive may written notice of termination supported by a reasonably detailed statement of the relevant facts and reason for termination and such termination shall be terminated for "Cause" by effective immediately upon delivery of such notice to the Executive. In the event of such termination, the Company as provided below. As used hereinshall pay the Executive, no later than ten (10) days following the term "Cause" shall mean (idate of termination, a lump sum equal to the Executive’s accrued base salary through the date of termination, and any and all accrued vacation pay, and accrued benefits through the date of termination, but no accrued bonus under Section 2(b) conviction of the Executive for a felony; or (ii2(c) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyabove. For purposes of this sectionAgreement, no “Cause” shall exist if (i) the Executive has committed an act or failure to act on Executive's part shall be considered to be reason for termination for Cause if doneof embezzlement, fraud, or omitted theft with respect to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests property of the Company, (ii) disregarded the rules of the Company so as to cause material loss, damage, or injury to, or otherwise to materially endanger, the Company’s property, business ,or employees, (iii) the Executive has abused alcohol or drugs on the job or in a manner affecting his job performance, (iv) the Executive has been found guilty of or has plead nolo contendere to the commission of a felony offense or a misdemeanor offense involving moral turpitude, (v) the Executive has breached this Agreement or has failed to perform the Executive’s duties under this Agreement, including by reason of the Executive’s failure to execute the directives of the Company’s President & CEO, or (vi) the Executive’s actions or inactions have caused or are reasonably likely to cause material loss, injury, or damage to, the Company’s property, business, or employees. Cause Notwithstanding the foregoing sentence, in the event that a failure occurs under clause (v) or (vi) of the foregoing sentence, “Cause” shall not exist unless and until there shall have been delivered to if the Executive a copy of a resolution, duly adopted by failure is the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination result of the Executive's employment by ’s unwillingness to execute any act that would constitute a violation of existing law, regulation, or rule applicable to Company or the Company for Cause based upon Executive, or if the conviction failure is the result of an act of a party or an intervening event outside of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without CauseExecutive’s authority or control.

Termination by the Company for Cause. Executive may be terminated The Company may, at any time and without notice (except as required below), terminate the Employee for "Cause" “cause.” Termination by the Company as provided below. As used hereinof the Employee for “cause” shall be limited to termination based on any of the following grounds: (a) fraud, the term "Cause" shall mean misappropriation, embezzlement or material acts of similar dishonesty; (ib) conviction of a felony crime; (c) intentional and willful misconduct that subjects the Executive for a felonyCompany to criminal or civil liability; (d) breach of the Employee’s duty of loyalty to the Company or (ii) the commission by the Executive diversion or usurpation of fraud or theft against, or embezzlement from, corporate opportunities properly belonging to the Company. For purposes ; (e) material breach of this section, no act or Agreement and/or any other agreement entered into between the Company and the Employee; and/or (f) willful and/or continued failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with satisfactorily perform the reasonable belief that the action or omission was in the best interests duties of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" Employee’s position; provided, however, that Employee shall not be terminated for cause under subsection (e) or (f) above unless the Company first has provided Employee with written notice making specific reference to this Section 4.3 that the Company considers the Employee to be in violation of Employee’s obligations under those subsections and Employee fails, within thirty (30) days of such notice, to cure the case conduct that has given rise to the notice. In the event of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felonyCause, such conviction is overturned in a final determination on appeal, the Executive Employee shall be entitled to receive only that Base Salary earned on or before the payments Employee’s last day of active service and other post-employment benefits required by law or under Company policy. Under this Section 4.3, Employee shall not be entitled to receive any portion of any bonus for the economic equivalent of period in which the benefits the Executive would have received if his employment had been terminated by the Company without Causetermination occurs.

Termination by the Company for Cause. The Company may terminate Executive's employment hereunder for Cause at any time upon written notice to Executive may be terminated for "Cause" by the Company as provided belowreferring to this Section 6(c). As used hereinFor purposes of this Agreement, the term "Cause" shall mean Executive's gross misconduct (ias defined herein) conviction or willful and material breach of Section 10.1(a) (other than the Executive for a felony; or first sentence thereof), 10.1(b), 10.2 (ii) other than the commission by the Executive of fraud or theft againstfirst and penultimate sentences thereof), 10.3, 10.4, or embezzlement from, the Company10.8. For purposes of this sectiondefinition, no "gross misconduct" shall mean (i) Executive's conviction in a court of law of a felony under applicable federal or state law that was committed while Executive was employed by the Company; (ii) Executive's willful and continued failure or refusal to perform his duties under this Agreement; or (iii) any act or omission on the part of Executive not requested or approved by the Company constituting willful malfeasance or gross negligence in the performance of Executive's duties under this Agreement. For purposes of this Agreement, an act or failure to act on Executive's part shall not include any act or failure to act resulting from any physical or mental incapacity or impairment of Executive. Executive may not be considered to be reason for termination terminated for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to him, within ninety (90) days after the Company (A) had actual knowledge of conduct or an event allegedly constituting Cause and (B) had reason to believe that such conduct or event could be grounds for termination for Cause, a written statement from the Company (after giving Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds reasonable notice of the entire membership of specific grounds for such termination and, except if a felony conviction is the Board at a meeting of grounds for termination, 30 days to correct such grounds, and affording Executive and his counsel the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before by the Board at such meetingCompany), of finding concluding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, constituting Cause (the "Date Cause Statement"). If, within 30 days of Termination" Executive's receipt of notice of his termination for Cause, Executive in good faith files a claim in an arbitration disputing the termination for Cause, Executive shall, during the pendency of the arbitration, be considered a suspended employee of the Company and be entitled to receive benefits under Section 5 of this Agreement as if he had not been terminated. If the arbitration panel finds that the Company did not have Cause to terminate Executive's employment: (which x) Executive's employment shall be no earlier than deemed to have been terminated without Cause as of the date of notice of his termination for Cause; and (y) any amounts paid to Executive by the Company, including but not limited to the value of all benefits provided to Executive, shall be credited against amounts owed to Executive under Section 7(c) or 7(d) of this Agreement. If, within 30 days after delivery of Executive's receipt of notice of his termination for Cause, Executive in good faith files a claim in arbitration disputing the termination for Cause, Executive shall, during the pendency of the written notice arbitration, be considered a suspended employee of the Company and be entitled to receive compensation and benefits under this Agreement as if he had not been terminated. If the arbitration panel finds that the Company had Cause to terminate Executive) shall be 's employment, Executive shall, within 5 days of the date specified arbitration award, repay any amounts provided to him by the Company in respect of periods commencing after his termination, including but not limited to salary continuation and the "Notice value of Termination;" providedall benefits provided to Executive in respect of periods commencing after his termination, however, that in the case excess of any amounts to which he was entitled under this Agreement upon a termination for Cause. If the arbitration panel finds that the Company did not have Cause under clauses 10(a)(ito terminate Executive's employment: (x) and 10(a)(ii) above, the Date of Termination Executive's employment shall be deemed to have been terminated without Cause as of the date which is 90 days after the date of delivery notice of the Notice of Termination. Anything herein his termination for Cause; and (y) any amounts paid to the contrary notwithstanding, if, following a termination of the Executive's employment Executive by the Company for Cause based upon in respect of periods commencing after 90 days following the conviction date of the Executive notice of his termination for a felonyCause, such conviction is overturned in a final determination on appealincluding but not limited to salary continuation and the value of all benefits provided to Executive, the Executive shall be entitled credited against amounts owed to the payments and the economic equivalent Executive under Section 7(c) or 7(d) of the benefits the Executive would have received if his employment had been terminated by the Company without Causethis Agreement.

Termination by the Company for Cause. The Company may, at any time and without notice (except as required below), terminate the Executive may be terminated for "Cause" “cause.” Termination by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for “cause” shall be limited to termination based on any of the following grounds: (a) fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) conviction of a felonyfelony crime; (c) intentional and willful misconduct that subjects the Company to criminal or civil liability; (iid) breach of the commission by Executive’s duty of loyalty to the Executive Company or diversion or usurpation of fraud or theft against, or embezzlement from, corporate opportunities properly belonging to the Company. For purposes ; (e) material breach of this section, no act or Agreement and/or any other agreement entered into between the Company and the Executive; and/or (f) willful and/or continued failure to act on satisfactorily perform the duties of Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" ’s position; provided, however, that Executive shall not be terminated for cause under subsection (e) or (f) above unless the Company first has provided Executive with written notice that the Company considers the Executive to be in violation of Executive’s obligations under those subsections and Executive fails, within thirty (30) days of such notice, to cure the case conduct that has given rise to the notice. In the event of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felonyCause, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to receive only that Base Salary earned on or before the payments Executive’s last day of active service and other post-employment benefits required by law or under Company policy. Under this section, Executive shall not be entitled to receive any portion of Executive’s target bonus for the economic equivalent period in which the termination occurs but shall receive any accrued bonus for any performance period fully completed prior to the date of the benefits the Executive would have received if his employment had been terminated by the Company without Causetermination.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 8(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 12); (iii) the failure by Executive to reasonably and until there shall have been delivered 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 8 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments and the economic equivalent of the benefits the Company all amounts theretofore paid to Executive would have received pursuant to Section 8. In addition, if his employment had been terminated by not repaid, the Company without Causeshall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 8(f) (other than the Accrued Obligations).

Termination by the Company for Cause. Executive may be terminated The Company may, at its option, terminate this Agreement and Executive’s employment hereunder for "Cause" by Cause (as defined herein) upon giving notice of termination to Executive, which notice specifies that the Company as provided belowdeems such termination to be for “Cause” hereunder and specifies in reasonable detail the grounds for such “Cause.” Executive’s employment shall terminate on the later of the date on which such notice is given or the expiration of any applicable cure period. As used hereinFor purposes hereof, the term "“Cause" ” shall mean (ia) Executive’s conviction of, guilty or nolo contendere plea to, or confession of guilt of, a felony or act involving fraud; (b) Executive’s breach of any material term of this Agreement or the Employee NDA; (c) Executive’s material failure to comply with applicable laws with respect to the execution of the Executive Company’s business operations; (d) Executive’s failure to perform his material assigned duties for a felonythe Company, or willful and continued material breach of the Company’s written policies; or (iie) the commission by the Executive of fraud or theft againstExecutive’s theft, fraud, embezzlement, or embezzlement from, the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive dishonesty in good faith and connection with the reasonable belief that business operations of the action Company or omission was in the best interests any subsidiary of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" ; provided, however, that (1) in the case of a termination for Cause under clauses 10(a)(i(b), (c) and 10(a)(iior (d) above, Cause shall not be deemed to exist unless and until (x) the Date Board has delivered to Executive written notice specifying the grounds for Cause, and informing Executive of Termination the Company’s intent to terminate his employment if such grounds (if capable of being cured) remain uncured, and (y) such grounds (if capable of being cured) remain uncured at least thirty (30) days after the Board’s delivery of such notice to Executive; and (2) in all cases above, Cause shall not be deemed to exist unless the Company invokes the grounds for Cause within ninety (90) days of the Board learning of such grounds. For the avoidance of doubt, the Company may suspend or limit the Executive’s duties in order to investigate whether Cause exists, and such suspension or limitation shall not itself constitute any termination of Executive’s employment. Without altering the foregoing, and for the avoidance of doubt, the parties understand and agree with respect to (c) above that any material failure to comply with applicable laws with respect to the execution of the Company’s business operations that is willful shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causedeemed incurable.

Termination by the Company for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means (a) an act or acts of personal dishonesty taken by Executive may be terminated for "Cause" by and intended to result in substantial personal enrichment of Executive at the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction expense of the Company, (b) repeated violations by Executive for of his obligations under Section 2.3 which are demonstrably willful and deliberate on Executive’s part and which are not remedied within a felony; reasonable period after Executive’s receipt of notice of such violations from the Company, or (iic) the commission willful engaging by the Executive of fraud or theft against, or embezzlement from, in illegal conduct that is materially and demonstrably injurious to the Company. For purposes of this sectionSection 4.2, no act act, or failure to act act, on Executive's ’s part shall be considered “dishonest”, “willful” or “deliberate” unless done, or omitted to be reason done, by Executive in bad faith and without reasonable belief that Executive’s action or omission was in, or not opposed to, the best interest 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 termination for Cause if the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause Notwithstanding the foregoing, Executive shall not exist be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two two-thirds of the entire membership of the Board Board, exclusive of Executive, at a meeting of the Board called and held for the purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himExecutive, together with his Executive’s counsel, to be heard before the Board at such meetingBoard), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) 4.2 and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive Employee’s employment under this Agreement may be terminated for "Cause" by the Company as provided belowat any time for Cause. As used hereinOnly the following actions, failures, or events by or affecting Employee shall constitute “Cause” for termination of Employee by the term "Cause" shall mean Company: (i) conviction willful and continued failure by Employee to substantially perform her duties provided herein after a written demand for substantial performance is delivered to Employee by the CEO or the Board of Directors, which demand identifies with reasonable specificity the Executive for manner in which Employee has not substantially performed her duties, and Employee’s failure to comply with such demand within a felonyreasonable time, which shall not be less than thirty (30) days after Employee’s receipt of such demand; or (ii) the commission engaging by the Executive of fraud Employee in gross misconduct or theft against, or embezzlement from, gross negligence materially injurious to the Company. For purposes , which if capable of this sectionbeing cured, no is not cured within 30 days of written notice thereof from the CEO or the Board of Directors to Employee; (iii) the commission of any act in direct competition with or failure materially detrimental to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company, which if capable of being cured, is not cured within 30 days of written notice thereof from the CEO or the Board of Directors to Employee; or(iv) Employee’s conviction of having committed a felony. Cause Notwithstanding the foregoing, Employee shall not exist be deemed to have been terminated by the Company for Cause unless and until there shall have been delivered to the Executive her a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds a majority of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for himDirectors finding that, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the BoardBoard of Directors, the Executive was guilty Company has Cause for the termination of the conduct employment of Employee as set forth in any of clauses (i) through (iv) above in this Section 10(a) and specifying the particulars thereof in reasonable detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 9(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and until there shall have been delivered 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the economic equivalent of regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the benefits the Executive would have received if his employment had been terminated by the Company without CauseAccrued Obligations).

Termination by the Company for Cause. The Company may terminate Executive's employment hereunder for Cause at any time upon written notice to Executive may be terminated for "Cause" by the Company as provided belowreferring to this Section 6(c). As used hereinFor purposes of this Agreement, the term "Cause" shall mean Executive's gross misconduct (ias defined herein) conviction or willful and material breach of Section 10.1(a) (other than the Executive for a felony; or first sentence thereof), 10.1(b), 10.2 (ii) other than the commission by the Executive of fraud or theft againstfirst and penultimate sentences thereof), 10.3, 10.4, or embezzlement from, the Company10.8. For purposes of this sectiondefinition, no "gross misconduct" shall mean (i) Executive's conviction in a court of law of a felony under applicable federal or state law that was committed while Executive was employed by the Company, or (ii) Executive's willful and continued failure substantially to perform his material duties under this Agreement or any act or omission on the part of Executive not requested or approved by the Board constituting willful malfeasance or gross negligence in the performance of Executive's material duties under this Agreement. For purposes of this Agreement, an act or failure to act on Executive's part shall be considered to be reason for termination for Cause "willful" if done, it was done or omitted to be done, done by Executive him not in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist include any act or failure to act resulting from any physical or mental incapacity or impairment of Executive. Executive may not be terminated for Cause unless and until there shall have been delivered to him, within ninety (90) days after the Executive Board (A) had actual knowledge of conduct or an event allegedly constituting Cause and (B) had reason to believe that such conduct or event could be grounds for termination for Cause, a copy of a resolution, resolution duly adopted by the affirmative Board by a vote of not less than two thirds of the entire membership Directors constituting a majority of the Board (excluding Executive) at a meeting of the Board which a quorum is present and which is called and held for the such purpose (after ten (10) days' prior written giving Executive reasonable notice of the specific grounds for such termination and, except if a felony conviction is the grounds for termination, 30 days to correct such grounds, and affording Executive and his counsel the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting)Board) finding that, of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, constituting Cause (the "Date of Termination" (which shall be no earlier than Cause Resolution"). If, within 30 days after delivery of Executive's receipt of notice of his termination for Cause, Executive in good faith files a claim in arbitration disputing the termination for Cause, Executive shall, during the pendency of the written notice arbitration, be considered a suspended employee of the Company and be entitled to receive compensation and benefits under this Agreement as if he had not been terminated. If the arbitration panel finds that the Company had Cause to terminate Executive) shall be 's employment, Executive shall, within 5 days of the date specified arbitration award, repay any amounts provided to him by the Company in respect of periods commencing after his termination, including but not limited to salary continuation and the "Notice value of Termination;" providedall benefits provided to Executive in respect of periods commencing after his termination, however, that in the case excess of any amounts to which he was entitled under this Agreement upon a termination for Cause. If the arbitration panel finds that the Company did not have Cause under clauses 10(a)(ito terminate Executive's employment: (x) and 10(a)(ii) above, the Date of Termination Executive's employment shall be deemed to have been terminated without Cause as of the date which is 90 days after the date of delivery notice of the Notice of Termination. Anything herein his termination for Cause; and (y) any amounts paid to the contrary notwithstanding, if, following a termination of the Executive's employment Executive by the Company for Cause based upon in respect of periods commencing after 90 days following the conviction date of the Executive notice of his termination for a felonyCause, such conviction is overturned in a final determination on appealincluding but not limited to salary continuation and the value of all benefits provided to Executive, the Executive shall be entitled credited against amounts owed to the payments and the economic equivalent Executive under Section 7(c) of the benefits the Executive would have received if his employment had been terminated by the Company without Causethis Agreement.

Termination by the Company for Cause. Executive The Executive’s employment hereunder may be terminated for "Cause" Cause upon written notice by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this sectionAgreement, “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 Company, 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 breach. For purposes of this Agreement, no act act, or failure to act act, on Executive's the part of the Executive shall be considered deemed “willful” or engaged in “willfully” if it was due primarily to an error in judgment or negligence, but shall be reason for termination for Cause deemed “willful” or engaged in “willfully” only if done, or omitted to be done, by the Executive not in good faith and with the without reasonable belief that the his action or omission was in the best interests interest of the Company. Cause Notwithstanding the foregoing, the Executive shall not exist be deemed to have been terminated as a result of “Cause” hereunder unless and until there shall have been delivered to the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds of the entire membership three-quarters of the Board then in office at a meeting of the Board called and held for the such purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himthe Executive, together with his counsel, to be heard before the Board at such meetingBoard), of finding that that, in the good faith opinion of the Board, the Executive was guilty of the conduct has committed an act set forth above in this Section 10(a5(D) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, Nothing herein shall limit the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction right of the Executive for a felony, or his legal representative to contest the validity or propriety of any such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causedetermination.

Termination by the Company for Cause. Executive This Agreement may be terminated voluntarily by the Company immediately at any time during its term for "Cause" by the Company as provided below. As used herein, the term "Cause" which shall mean (i) conviction of the willful and continued failure by Executive to substantially perform his duties with the Company in good faith (other than any such failure resulting from his incapacity due to physical or mental illness), after a demand for a felonysubstantial performance is delivered to him by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties in good faith; or (ii) the commission willful engaging by the Executive of fraud or theft against, or embezzlement from, in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this sectionSection 4(e), no act act, or failure to act act, on the Executive's part shall be considered to be reason for termination for Cause if "willful" unless done, or omitted to be done, by Executive him in good bad faith and with the without reasonable belief that the his action or omission was in the best interests interest of the Company. Cause Notwithstanding the foregoing, Executive shall not exist be deemed to have been terminated for cause unless and until there shall have been delivered to the Executive him a Notice of Termination and a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds at least five of the entire membership six members of the Board excluding Executive at a meeting of the Board called and held for the such purpose (after ten (10) days' prior reasonable written notice to Executive, not less than 10 days prior to the Executive date of such meeting and meeting, detailing the purpose thereof alleged basis for such determination; and an opportunity for himExecutive, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in clause (i) or (ii) of the first sentence of this Section 10(a4(e) and specifying the particulars thereof in detail. As set forth more fully in Any dispute concerning a determination of "Cause" pursuant hereto shall be subject to arbitration pursuant to Section 10(f9(c) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive The Company may be terminated for "Cause" by terminate this Agreement at any time, in the Company as provided below. As used hereindiscretion of the Board, in the term "Cause" shall mean event of (i) any conviction of the Executive for a felony; or , (ii) the commission any material breach by the Executive of fraud a material written agreement between Executive and the Company or theft againstthe UST Group, including this Agreement, (iii) any breach caused by Executive of the Company Agreement, the limited partnership agreement of any member of the UST Group, or embezzlement fromthe charter or bylaws of any corporation within the UST Group, provided that Executive had prior written notice of such agreement or other document and any amendment thereto (including a copy of the full text thereof) and provided that such breach has a material adverse effect on the Company, (iv) any willful conduct by Executive materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Executive to comply with any material policies, procedures, or directives of the Board, provided that, Executive shall first be given notice from the Board of such failure and such failure shall not have been cured within three days after such notice or, if such failure is not capable of being cured within three days, Executive 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 Executive with respect to the Company or the UST Group. In the event the Company terminates Executive's employment pursuant to this Section 6.2 for Cause, then Executive shall be paid on termination the Earned Amounts. For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if deemed "willful" unless done, or omitted to be done, by Executive in good bad faith and with or without the reasonable belief that the action act or omission failure to act was in the best interests of the CompanyCompany or the UST Group. Cause shall not exist unless and until there shall have been delivered Any act or failure to act on the Executive a copy basis of a resolution, authority given by resolution duly adopted by the affirmative vote Board or on the basis of not less than two thirds advice given by legal counsel for the Company shall be conclusively presumed to have been done, or omitted to be done, in good faith and in the best interests of the entire membership Company or the UST Group. No termination of Executive's employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board at and delivered to Executive, following a meeting of the Board held for the purpose at which Executive (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be have been afforded a reasonable opportunity to refute the date specified in the "Notice of Termination;" provided, however, that in the case of a purported grounds for termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive The Executive’s employment hereunder may be terminated for "Cause" Cause upon written notice by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this sectionAgreement, “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 Company, 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 breach. For purposes of this Agreement, no act act, or failure to act act, on Executive's the part of the Executive shall be considered deemed “willful” or engaged in “willfully” if it was due primarily to an error in judgment or negligence, but shall be reason for termination for Cause deemed “willful" or engaged in “willfully” only if done, or omitted to be done, by the Executive not in good faith and with the without reasonable belief that the his action or omission was in the best interests interest of the Company. Cause Notwithstanding the foregoing, the Executive shall not exist be deemed to have been terminated as a result of “Cause” hereunder unless and until there shall have been delivered to the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds of the entire membership three-quarters of the Board then in office at a meeting of the Board called and held for the such purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himthe Executive, together with his counsel, to be heard before the Board at such meetingBoard), of finding that that, in the good faith opinion of the Board, the Executive was guilty of the conduct has committed an act set forth above in this Section 10(a5(D) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, Nothing herein shall limit the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction right of the Executive for a felony, or his legal representative to contest the validity or propriety of any such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causedetermination.

Termination by the Company for Cause. Executive may be terminated for "Cause" by Upon written notice to Employee, the Company as provided below. As used herein, may terminate this Agreement for cause if any of the term "Cause" following events shall mean occur: (i) conviction any breach of the Executive for a felonythis Agreement by Employee; or (ii) the commission of a felony by Employee; (iii) the commission of an act by Employee involving fraud, theft or dishonesty; (iv) material breach by the Executive Founding Company or its stockholders of fraud or theft againsttheir representations, or embezzlement from, warranties and covenants and/or obligations under the Company. For purposes Merger Agreement which breach remains uncured for a period of this section, no act or failure thirty (30) days following notice to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with Employee; (v) the reasonable belief that the action or omission was in the best interests appropriation of a material business opportunity of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolutionCompany or its affiliates, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that such appropriation shall not be grounds for a "for cause" termination if Employee has previously discussed the opportunity with the President and CEO of the Parent and, prior to pursuing the opportunity, has received a letter or other written authorization from the Parent (which shall be provided in the case Parent's sole discretion) advising Employee that the Parent, the Company and/or its affiliates do not intend to pursue the opportunity and permitting Employee to pursue the opportunity subject to the continuing ability of Employee to devote his full time and best efforts to the performance of his duties hereunder; or (vi) the Company's bona fide decision to terminate its business and liquidate its assets. In the event of a termination for Cause pursuant to this SECTION 4, all obligations of the Company under clauses 10(a)(i) and 10(a)(ii) abovethis Agreement shall cease; provided, the Date of Termination shall be however, all benefits hereunder through the date of delivery of the Notice of Termination. Anything herein termination due and payable to the contrary notwithstanding, if, following a termination of the Executive's employment Employee would be paid by the Company for Cause based upon subject to its rights to set-off against such payments in the conviction event of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled termination pursuant to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causesubsections 4(i) through 4(v) above.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 9(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and until there shall have been delivered 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled (x) immediately cease paying any termination benefits pursuant to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.Section 9 hereof and

Termination by the Company for Cause. Executive The Company may be terminated terminate this Agreement for Cause. For purposes of this Agreement, "Cause" means (a) an act or acts of personal dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction expense of the Company, (b) Executive's breach of any material covenant or agreement contained in this Agreement, (c) intentional failure or refusal by Executive for to perform any of his duties and responsibilities hereunder, which failure or refusal is not remedied within a felony; reasonable period after Executive's receipt of written notice of such failure or refusal from the Company, or (iid) the commission willful engaging by the Executive of fraud or theft against, or embezzlement from, in illegal conduct that is materially and demonstrably injurious to the Company. For purposes of this sectionparagraph 4.2, no act act, or failure to act act, on Executive's part shall be considered "dishonest," "willful" or "deliberate" unless done, or omitted to be reason done, by Executive in bad faith and without reasonable belief that Executive's action or omission was in, or not opposed to, the best interest 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 termination for Cause if the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause Notwithstanding the foregoing, Executive shall not exist be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds a majority of the entire membership of the Board (excluding Executive for purposes of determining a majority) at a meeting of the Board called and held for the that purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himExecutive, together with his Executive's counsel, to be heard before the Board at such meetingBoard), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) paragraph 4.2 and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive may be terminated The Company may, at any time during the Employment Period, by notice to Executive, terminate the Employment Period for "Cause" by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction incompetence, fraud, personal dishonesty, defalcation, or acts of gross negligence or gross misconduct on the part of Executive for a felony; or in the course of his employment, (ii) substantial and continued failure by Executive to perform his duties hereunder, (iii) use of alcohol by Executive or his illegal use of drugs (including narcotics) which in either case is, or could reasonably be expected to become, materially injurious to the commission reputation or business of the Company or which impairs, or could reasonably be expected to impair, the performance of Executive's duties hereunder, (iv) Executive's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has or could reasonably be expected to have a material adverse impact on the Company's reputation and standing in the community, or (v) Executive's violation of any of the provisions in this Agreement. Any notice given by the Executive Company pursuant to this Section 5.2 shall specify in writing in reasonable detail the event or the nature of fraud or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered action or inaction that is the cause for giving such notice. Executive will have 30 days to be reason for termination for Cause if donecure, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests satisfaction of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment any action or inaction charged by the Company for Cause based upon under (ii) or (v), above. In the conviction event of a termination of the Executive Employment Period for a felonyCause under (i), such conviction is overturned in a final determination on appeal(iii), or (iv), above, the Executive Employment Period shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated terminate immediately upon notice by the Company without Causeof termination for Cause and the reason therefor, unless such actions or inactions can be cured and Executive has satisfactorily cured such actions or inactions.

Termination by the Company for Cause. Executive may be terminated The Company may, at any time and without notice (except as required below), terminate the Employee for "Cause" “cause.” Termination by the Company as provided below. As used hereinof the Employee for “cause” shall be limited to termination based on any of the following grounds: (a) fraud, the term "Cause" shall mean misappropriation, embezzlement or acts of similar dishonesty; (ib) conviction of a felony crime; (c) intentional and willful misconduct that subjects the Executive for a felonyCompany to criminal or civil liability; (d) breach of the Employee’s duty of loyalty to the Company or (ii) the commission by the Executive diversion or usurpation of fraud or theft against, or embezzlement from, corporate opportunities properly belonging to the Company. For purposes ; (e) material breach of this section, no act or Agreement and/or any other agreement entered into between the Company and the Employee; and/or (f) willful and/or continued failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with satisfactorily perform the reasonable belief that the action or omission was in the best interests duties of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" Employee’s position; provided, however, that Employee shall not be terminated for cause under subsection (e) or (f) above unless the Company first has provided Employee with written notice that the Company considers the Employee to be in violation of Employee’s obligations under those subsections and Employee fails, within thirty (30) days of such notice, to cure the case conduct that has given rise to the notice. In the event of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felonyCause, such conviction is overturned in a final determination on appeal, the Executive Employee shall be entitled to receive only that Base Salary earned on or before the payments Employee’s last day of active service and other post-employment benefits required by law or under Company policy. Under this section, Employee shall not be entitled to receive any portion of any bonus for the economic equivalent of period in which the benefits the Executive would have received if his employment had been terminated by the Company without Causetermination occurs.

Termination by the Company for Cause. Executive The Company may be terminated for "Cause" by terminate this Agreement at any time, in the Company as provided below. As used hereindiscretion of the Board, in the term "Cause" shall mean event of (i) any conviction of the Executive for a felony; or , (ii) the commission any material breach by the Executive of fraud a material written agreement between Executive and the Company or theft againstthe UST Group, including this Agreement, (iii) any breach caused by Executive of the Company Agreement, the limited partnership agreement of any member of the UST Group, or embezzlement fromthe charter or bylaws of any corporation within the UST Group, provided that Executive 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 Executive materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Executive to comply with any material policies, procedures, or directives of the Board, provided that, Executive shall first be given notice from the Board of such failure and such failure shall not have been cured within three days after such notice or, if such failure is not capable of being cured within three days, Executive 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 Executive with respect to the Company or the UST Group. In the event the Company terminates Executive's employment pursuant to this Section 6.2 for Cause, then Executive shall be paid on termination the Earned Amounts. For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if deemed "willful" unless done, or omitted to be done, by Executive in good bad faith and with or without the reasonable belief that the action act or omission failure to act was in the best interests of the CompanyCompany or the UST Group. Cause shall not exist unless and until there shall have been delivered Any act or failure to act on the Executive a copy basis of a resolution, authority given by resolution duly adopted by the affirmative vote Board or on the basis of not less than two thirds advice given by legal counsel for the Company shall be conclusively presumed to have been done, or omitted to be done, in good faith and in the best interests of the entire membership Company or the UST Group. No termination of Executive's employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board at and delivered to Executive, following a meeting of the Board held for the purpose at which Executive (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be have been afforded a reasonable opportunity to refute the date specified in the "Notice of Termination;" provided, however, that in the case of a purported grounds for termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive may be terminated for "Cause" by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after no less than ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f10(e) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive may be terminated for "Cause" by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company, in each case that is materially and demonstrably damaging to the financial condition of the Company; and (iii) gross abdication in the performance of his duties (other than as a result of a disability or personal family problems) that has resulted in substantial and material damage to the Company, after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes he has not substantially performed his duties and he has been provided with a reasonable opportunity to cure any alleged gross abdication. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 8(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 12); (iii) the failure by Executive to reasonably and until there shall have been delivered 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Company that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Company, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 8 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments Company all amounts theretofore paid to Executive pursuant to Section 8. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the economic equivalent of regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 8(f) (other than the benefits the Executive would have received if his employment had been terminated by the Company without CauseAccrued Obligations).

Termination by the Company for Cause. Executive may be terminated for "Cause" by At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company for “Cause” as provided belowin this Section 7.4. As used herein, the term "“Cause" ” shall mean (i) conviction the occurrence of one or more of the following events: (a) the willful and continued failure of Executive to perform substantially his duties owed to the Company after a written demand for a felony; substantial performance is delivered to Executive which specifically identifies the nature of such non-performance, (b) the willful engaging by Executive in gross misconduct significantly and demonstrably injurious to the Company, or (iic) conduct by Executive in the commission by the Executive course of his employment which is a felony or fraud or theft against, or embezzlement from, that results in material harm to the Company. For purposes of this section, no No act or failure to act omission on Executive's the part of Executive shall be considered to be reason for termination for Cause if done, “willful” unless it is done or omitted to be done, by Executive in good bad faith and with the or without reasonable belief that the action or omission was in the best interests of the Company. Cause Notwithstanding the foregoing, Executive shall not exist unless and until there shall be deemed to have been delivered terminated for Cause without (i) reasonable notice to Executive setting forth the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held reasons for the purpose Company’s intention to terminate for Cause, (after ten (10ii) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for himExecutive, together with his counsel, to be heard before the Board at such meeting)of Directors of the Company, and (iii) delivery to the Executive of a notice of termination from the Board of Directors finding that in the good faith opinion of three-quarters (3/4) of the Board, the Board of Directors that Executive was guilty of the conduct set forth in clause (a), (b) or (c) above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereofUpon termination of Executive’s employment by the Company for Cause, the "Date of Termination" (which Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" terminate, provided, however, that the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the case termination date and, provided further that termination of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) aboveExecutive’s employment shall not affect the Company’s obligations referred to in Section 7.7. Other than the foregoing, the Date of Termination Company shall be the date of delivery of the Notice of Termination. Anything herein have no further obligations to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causeunder this Agreement.

Termination by the Company for Cause. Executive may be If the Executive’s employment is terminated for "Cause" by Cause (as defined below), the Company Executive will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination, including, for the avoidance of doubt, the Severance Benefits. Except as provided below, in the event the Executive’s employment with the Company is terminated for Cause, such termination shall be effective upon the Executive’s receipt of the notice terminating his employment for Cause, which notice shall describe the bases for the Cause determination. As used hereinin this Agreement, the term "“Cause" ” shall mean exist upon any of the following events: (i) conviction the Executive’s fraud or breach of fiduciary obligations in connection with performance of his duties with the Executive for a felonyCompany (including but not limited to any acts of embezzlement or misappropriation of funds); or (ii) the commission by Executive’s indictment for a felony or plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude; (iii) the Executive’s being under the influence of any drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) or repeatedly being under the influence of alcohol, during the performance of his duties under this Agreement, or, while under the influence of such drugs or alcohol, engaging in grossly inappropriate conduct during the performance of his duties under this Agreement; (iv) the Executive’s refusal to substantially perform the Executive’s duties hereunder, except in the event that the Executive becomes permanently disabled as set forth in Section 5(f); (v) the Executive’s willful misconduct or gross negligence in connection with his employment; (vi) the Executive’s material violation of fraud any Company policies or theft againstprocedures relating to harassment, discrimination or embezzlement from, xxxxxxx xxxxxxx; (vii) the Company. For purposes Executive’s material breach of any provision of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the CompanyAgreement. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in In the case of a termination for Cause under clauses 10(a)(iitems (iv), (vi) and 10(a)(iior (vii) above, the Date of Termination Company shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of provide the Executive for a felony, with written notice specifying in reasonable detail the particulars of such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. The Company may terminate the employment of Executive may be terminated at any time for "“Cause" .” For purposes of this Agreement, “Cause” shall mean: (i) gross neglect by Executive of Executive’s duties hereunder; (ii) Executive’s conviction (including conviction on a nolo contendere plea) of a felony or any non-felony crime or offense involving the property of the Company or any of its subsidiaries or affiliates or evidencing moral turpitude; (iii) willful misconduct by Executive in connection with the performance of Executive’s duties hereunder; (iv) intentional breach by Executive of any material provision of this Agreement; (v) material violation by Executive of a material provision of the Company’s Code of Conduct; or (vi) any other willful or grossly negligent conduct of Executive that would make the continued employment of Executive by the Company as provided below. As used herein, materially prejudicial to the term "Cause" shall mean (i) conviction best interests of the Company. In the event Executive’s employment is terminated for Cause, Executive shall not be entitled to receive any compensation or benefits under this Agreement except for a felony; or the Standard Termination Payments (ii) excluding the commission by benefits described in the Executive of fraud or theft against, or embezzlement from, the Companyproviso in Section 5(a)(iii)). For purposes of this sectionAgreement, no an act or failure to act on Executive's ’s part shall be considered to be reason for termination for Cause “willful” if done, it was done or omitted to be done, done by Executive knowingly, purposefully and not in good faith and with the reasonable belief that the action or omission was in the best interests of the Companyfaith. Executive may not be terminated for Cause shall not exist unless and until there shall have been delivered to him, within ninety (90) days after the Executive Company first had actual knowledge of the most recent conduct or event comprising an element of the alleged ground for termination for Cause (it not being necessary that all elements comprising the alleged ground for termination for Cause have occurred within such ninety (90) day period), a copy of a resolution, resolution duly adopted by the affirmative Board by a vote of not less than two thirds of the entire membership directors constituting a majority of the Board (excluding Executive) at a meeting of the Board at which a quorum is physically present in person and which is called and held for the such purpose (after ten giving Executive reasonable notice of the specific grounds for such termination including a reasonably detailed statement of the facts and circumstances claimed as the basis for such termination and, except if a felony conviction is the grounds for termination, thirty (1030) days' prior written notice days to correct such grounds, and affording Executive and his counsel the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting)Board) finding that, of finding that in the good faith opinion of the Board, the Executive was guilty of conduct constituting Cause (the conduct “Cause Resolution”). The Company’s delivery of the Cause Resolution to Executive shall be accompanied or followed by delivery by the Company to Executive of a written notice of termination for Cause referring to this Section 5(d), stating the grounds for such termination (which shall be the same grounds as set forth above in this Section 10(athe Cause Resolution) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereofeffective date of such termination for Cause, the "Date of Termination" (which date shall be no earlier than 30 thirty-one (31) days after delivery of the date on which Executive receives such written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above(the “Cause Termination Notice”), provided that at any time prior to the effective date of such termination, the Date Board may, in accordance with the next sentence, relieve Executive of Termination shall be all or a portion of his duties and treat him as a suspended employee of the Company, and until the effective date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a such termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to continue to receive all compensation and benefits under this Agreement as if he had not been suspended or given notice of termination (and such suspension for the payments avoidance of doubt shall not constitute “Good Reason” for purposes of this Agreement). Any such suspension shall be effected either (i) pursuant to the Cause Resolution or (ii) pursuant to a resolution otherwise approved (which approval need not be by meeting on formal notice) either by a majority of the Board (excluding Executive) or, if a majority of the Board cannot reasonably be convened promptly in person or by telephone, by a majority of the Executive and Finance Committee of the Board (excluding Executive), in each case determining, in the good faith opinion of the participants, that Executive was guilty of conduct constituting Cause and that prompt suspension of Executive is reasonably required in the best interests of the Company, which resolution is confirmed within ten (10) days by a Cause Resolution. Notwithstanding any such suspension, Executive shall be afforded such opportunity as may be reasonable under the circumstances to correct grounds for termination as contemplated by the fifth sentence of this Section 5(d) until the expiration of the thirty (30) day period provided therein. If Executive disputes the Company’s allegation of Cause by initiating arbitration pursuant to Section 13 of this Agreement and the economic equivalent arbitration panel finds that the Company properly terminated Executive’s employment for Cause in accordance with the provisions of this Section 5(d), Executive shall, within thirty (30) days of the benefits arbitration award, repay the Executive would have received amount (if any) by which (A) the amounts provided to him by the Company in respect of periods commencing after the termination date of his employment had set forth in the Cause Termination Notice, including but not limited to salary continuation and the value of all benefits provided to Executive in respect of periods commencing after his termination date, exceed (B) the amounts to which he is entitled under this Agreement upon a termination for Cause. If the amount in clause (A) does not exceed the amount in clause (B), the Company may reduce any amounts owed to Executive by the amount in clause (A). If the arbitration panel does not find that the Company properly terminated Executive’s employment for Cause in accordance with the provisions of this Section 5(c) (a “Failed Termination for Cause”), then (x) Executive’s employment shall be deemed to have been terminated by the Company without Cause as of the date (the “Deemed Termination Date”) which is thirty-one (31) days after the date on which the Cause Resolution and the Cause Termination Notice were delivered to Executive; (y) the Company shall provide Executive with the payments and benefits set forth in Section 5(e) hereof as if the Company had terminated Executive without Cause as of the Deemed Termination Date, provided that any amounts previously paid to Executive by the Company as a suspended employee in respect of periods commencing on or after the Deemed Termination Date shall be credited against amounts owed to Executive under Section 5(e) hereof; and (z) the Company shall pay (or reimburse, if already paid by Executive) all reasonable expenses actually incurred by Executive in connection with contesting such Failed Termination for Cause.

Termination by the Company for Cause. Executive The Company may be terminated terminate the Executive’s employment at any time for "“Cause" by the Company as provided below. As used herein, the term "Cause" ,” which shall mean only (i) conviction the 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 Agreement which remains uncured after thirty (30) days’ notice specifying in reasonable detail the nature of the failure, negligence, misconduct or breach and what is required of the Executive for a felony; or to cure, (ii) the commission by the Executive conviction or plea of nolo contendere to a felony or (iii) fraud or theft against, embezzlement or embezzlement from, other dishonesty which has a material adverse effect on the Company. For purposes Before terminating the Executive for Cause, (A) at least two-thirds (2/3) of this sectionthe members of the Board (excluding the Executive, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive a Board member) must conclude in good faith and with the reasonable belief that the action or omission was that, in the best interests their view, one of the Company. Cause shall not exist unless events described in subsection (i), (ii) or (iii) above has occurred and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the (B) such Board determination must be made at a duly convened meeting of the Board held for (X) of which the purpose (after Executive received written notice at least ten (10) days' prior written days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for the Executive Company’s belief that one of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meetingevents described in subsection (i), of finding that in the good faith opinion of the Board(ii) or (iii) above occurred and, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause an event under clauses 10(a)(i) and 10(a)(ii) abovesubsection (1), remains uncured at the Date of Termination shall be the date of delivery expiration of the Notice notice period, and (Y) at which the Executive had a reasonable opportunity to make a statement and answer the allegations against the Executive. In the event of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's ’s employment by the Company for Cause based upon Cause, the conviction of Company shall pay to the Executive for a felony, such conviction is overturned in a final determination on appeal, 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 entitled applicable and controlling with respect to the payments and the economic equivalent of the benefits option agreements executed by the Executive would have received if his employment had been terminated by under the Company without Cause1999 Stock Option Plan for Incentive Stock Options and/or 1999 Stock Option Plan for Non-Qualified Options, pursuant to the terms of Section 14 of each such option agreement.

Termination by the Company for Cause. Executive may be terminated for "“Cause" ” by the Company as provided below. As used herein, the term "“Cause" ” shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company, in each case that is materially and demonstrably damaging to the financial condition of the Company; and (iii) gross abdication in the performance of his duties (other than as a result of a disability or personal family problems) that has resulted in substantial and material damage to the Company, after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes he has not substantially performed his duties and he has been provided with reasonable opportunity to cure any alleged gross abdication. For purposes of this section, no act or failure to act on Executive's ’s part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' ’ prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a3(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f3(f) hereof, the "“Date of Termination" ” (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "“Notice of Termination;" ” provided, however, that in the case of a termination for Cause under clauses 10(a)(i3(a)(i) and 10(a)(ii3(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's ’s employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 11(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any material provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless material Policies (as defined in Section 15); (iii) the failure by Executive to reasonably and until there shall have been delivered 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice, or, if such event is not so cured, an opportunity on at least five (5) days advance written notice to appear (with legal counsel) before the full Board to discuss the specific circumstances alleged to constitute a Cause event. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, it is determined based upon credible evidence and in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled immediately cease paying any termination benefits pursuant to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without CauseSection 11 hereof.

Termination by the Company for Cause. Executive The Company may be terminated for "Cause" by terminate this Agreement at any time, in the Company as provided below. As used hereindiscretion of the Board, in the term "Cause" shall mean event of (i) any conviction of the Executive for a felony; or , (ii) the commission any material breach by the Executive of fraud a material written agreement between Executive and the Company or theft againstthe UST Group, including this Agreement, (iii) any breach caused by Executive of the Company Agreement, the limited partnership agreement or operating agreement of any member of the UST Group, or embezzlement fromthe charter or bylaws of any corporation within the UST Group, provided that Executive 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 Executive materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Executive to comply with any material policies, procedures, or directives of the Board, provided that, Executive shall first be given notice from the Board of such failure and such failure shall not have been cured within three days after such notice or, if such failure is not capable of being cured within three days, Executive 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 Executive with respect to the Company or the UST Group. In the event the Company terminates Executive's employment pursuant to this Section 6.2 for Cause, then Executive shall be paid on termination the Earned Amounts. For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if deemed "willful" unless done, or omitted to be done, by Executive in good bad faith and with or without the reasonable belief that the action act or omission failure to act was in the best interests of the CompanyCompany or the UST Group. Cause shall not exist unless and until there shall have been delivered Any act or failure to act on the Executive a copy basis of a resolution, authority given by resolution duly adopted by the affirmative vote Board or on the basis of not less than two thirds advice given by legal counsel for the Company shall be conclusively presumed to have been done, or omitted to be done, in good faith and in the best interests of the entire membership Company or the UST Group. No termination of Executive's employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board at and delivered to Executive, following a meeting of the Board held for the purpose at which Executive (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be have been afforded a reasonable opportunity to refute the date specified in the "Notice of Termination;" provided, however, that in the case of a purported grounds for termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for Cause upon written notice (as described below) to Executive may be terminated for "Cause" by the Company as provided belowreferring to this Section 5(b). As used hereinFor purposes of this Agreement, the term "“Cause" ” shall mean (i) conviction of the Executive for a felony; or (ii) the commission gross neglect by the Executive of fraud the Executive’s duties hereunder; (ii) conviction (including conviction on a nolo contendere plea) of the Executive of any felony; (iii) conviction (including conviction on a nolo contendere plea) of the Executive of any non-felony crime or theft againstoffense involving the property of the Company or any of its subsidiaries or affiliates or evidencing moral turpitude; (iv) willful misconduct by the Executive in connection with the performance of the Executive’s duties hereunder; (v) breach by the Executive of any material provision of this Agreement; (vi) an assertion by the Hong Kong Jockey Club or any affiliated company thereof (the “HKJC”), that Executive is or may be acting in violation of the terms of his agreement with the HKJC, particularly, but without limitation, an assertion that Executive is acting in violation of his obligation to not compete with the business interests of the HKJC, or embezzlement from, (vii) any other conduct on the Company. For purposes part of this section, no act or failure the Executive which would make the Executive’s continued employment by the Company materially prejudicial to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company, as determined by the Company acting in good faith. Cause Notwithstanding the foregoing, Executive shall not exist be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive written notice setting forth in reasonable detail the facts and circumstances claimed as the basis for termination of Executive’s employment and, with respect to clauses (i), (iv), (v), (vi) and (vii) hereof, Executive shall have failed to cure such Cause within thirty days after receiving such notice. Furthermore, with respect to clause (vi) hereof, Executive shall have a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written continuing obligation to give immediate notice to the Company of any such assertion made by the HKJC, without regard to whether such assertion is made formally or informally, orally or in writing, or whether Executive of deems such meeting and the purpose thereof and an opportunity for him, together with his counsel, assertion to be heard before the Board at such meeting)with or without merit, of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causesubstance or viability.

Termination by the Company for Cause. Executive The Company may be terminated terminate the Executive’s employment during the Employment Term for "Cause" by Cause at any time upon written notice from the Company as provided below. As used herein, specifying such Cause and the term "Cause" shall mean (i) conviction expiration of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft againstcure period specified below, or embezzlement fromand thereafter, the Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall cease and terminate; provided, however, that such written notice shall not be delivered until after the Company shall have given the Executive written notice specifying the conduct alleged to have constituted such Cause. The Executive shall have thirty (30) days to cure the matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this sectionAgreement, “Cause” shall mean the Executive’s willful misconduct, dishonesty or other willful actions (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 7(b), no act or failure to act on Executive's the part of the Executive shall be considered to be reason for termination for Cause if “willful” unless it is done, or omitted to be done, by the Executive in good bad faith and with the or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered Any act, or failure to the Executive act, based upon authority given pursuant to a copy of a resolution, resolution duly adopted by the affirmative vote Board or based on the advice of not less than two thirds 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 entire membership Company. In addition, Executive’s employment shall be deemed to have terminated for Cause if, within six (6) 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 at a meeting of the Board held for the purpose (determines in good faith after ten (10) days' prior written notice to appropriate investigation that the Executive of such meeting and committed an act during the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding Employment Term that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of would have justified a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of TerminationCause. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.Xxxxxx X. Xxxx

Termination by the Company for Cause. Executive The Company may be terminated terminate Executive’s employment hereunder for "Cause" by . “Cause” means the occurrence of any of the following: (A) Executive’s willful and continued failure to fully perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness (other than abuse of drugs or alcohol); (B) Executive’s willful and continued failure to follow and comply with the material policies of the Company as provided below. As used hereinin effect from time to time (other than any such failure resulting from Executive’s incapacity due to physical or mental illness); (C) Executive’s commission of an act of fraud, dishonesty, material misrepresentation, breach of trust or act of moral turpitude, or other unethical conduct, whether or not in connection with the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission performance by the Executive of fraud his duties hereunder, and a reasonable determination by the Board or theft againstthe Company that his continued association with the Company following such commission would reflect negatively on the Company in any manner or render the Executive unable to perform his duties as contemplated hereby; (D) Executive’s engagement in illegal conduct or gross misconduct; (E) Executive’s breach of any provision of Paragraph 5 of this Agreement; or (F) Executive’s indictment for, conviction of, or embezzlement froma plea of guilty or nolo contendere to any felony. Provided, the Company. For purposes of this sectionhowever, no act or failure to act on Executive's part (A) and (B) above shall be considered to be reason not constitute “Cause” for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have (a) a written notice has first been delivered to the Executive (a copy “Cause Notice”), which Cause Notice specifically identifies the event(s) or manner of performance the Company believes constitutes Cause and (b) Executive fails to substantially cure or rectify the same within thirty (30) days after receiving the Cause Notice. If any Cause Notice shall not have been delivered to Executive within ninety (90) days following the date the Company becomes aware of the purported existence of a resolutionCause event or circumstances, duly adopted by then unless continuing or reoccurring beyond such ninety (90) day period, the affirmative vote applicable event or circumstances shall no longer be a basis for Cause and any purported termination of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice Executive’s employment relating to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to applicable event or circumstances shall not be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causethis Agreement.

Termination by the Company for Cause. Executive may The Company shall have the right to terminate this Agreement and Employee’s employment hereunder “for cause” by giving Employee written notice to that effect. Any such termination of employment shall be terminated for "Cause" by effective on the date specified in such notice. In the event of such termination, the Company as provided belowshall pay to Employee (a) Employee’s unpaid Base Salary through the effective date of the termination, and (b) any business expenses remaining unpaid on the effective date of the termination for which Employee is entitled to be reimbursed under Section 5 of this Agreement. As used hereinFor the purpose of this Agreement, the term "Cause" “for cause” shall mean (i) conviction commission of a willful act of dishonesty in the Executive for a felony; or course of Employee’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) Employee’s performance under the commission by the Executive influence of fraud or theft againstcontrolled substances (other than those taken pursuant to a medical doctor’s orders), or embezzlement fromcontinued habitual intoxication, the Company. For purposes of this sectionduring working hours; (iv) frequent or extended, no act and unjustifiable absenteeism, (v) Employee’s personal misconduct or failure refusal to act on Executive's part shall be considered to be reason for termination for Cause if doneperform duties and responsibilities described in Section 2.1 above, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests carry out directives of the Company. Cause , which, if capable of being cured shall not exist unless and until there have been cured, within 5 days after the Company shall have been delivered advised Employee in writing if its intention to terminate Employee’s employment in accordance with the Executive a copy provision of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a1 A., or (vi) and specifying material non-compliance with the particulars thereof in detail. As set forth more fully in Section 10(f) hereofterms of this Agreement, the "Date including, but not limited to, any breach of Termination" (which shall be no earlier than 30 days after delivery Sections 5 or 6 of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causethis Agreement.

Termination by the Company for Cause. Executive The Company may be terminated terminate the Executive’s employment and this Agreement at any time during the Term for "Cause" by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior effective immediately upon written notice to the Executive of such meeting and 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, or a willful failure or refusal to carry out the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion lawful directions of 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 was guilty of the conduct set forth above in any provision of this Section 10(a) and specifying the particulars thereof in detailAgreement. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a No termination of the Executive's ’s employment hereunder by the Company for Cause based upon shall be effective as a termination for Cause unless the conviction provisions of this Section shall first have been complied with. The Executive shall be given written notice by the Board, with such notice stating in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive for a felonyshall have ten (10) days after receipt of such notice to fully cure such alleged violation, if possible. If he fails to cure such conviction is overturned in a final determination on appealalleged violation within such ten (10) day period, the Executive shall then be entitled to a hearing in person (together with counsel) before the payments and full Board. If after such hearing, the economic equivalent Board gives written notice to the Executive confirming that a majority of the benefits members of the Executive would have received full Board voted after the hearing to terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or omission shall be deemed to be “willful” if his employment had been terminated by such act or omission was taken (or omitted) in the good faith belief that such is in the best interests of, or not opposed to the best interests of, the Company without Causeor if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. The Company may terminate ------------------------------------ the Executive's employment during the Employment Term for Cause at any time upon written notice from the Board specifying such Cause and the expiration of the cure period specified below, and thereafter, the Company's obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall cease and terminate; provided, however, that such written notice shall not be delivered until after the Board shall have given the Executive may be terminated for "written notice specifying the conduct alleged to have constituted such Cause" . The Executive shall have 30 days to cure the matters specified in the notice delivered by the Company as provided belowBoard (to the extent that such matters are curable). As used hereinFor purposes of this Agreement, the term "Cause" shall mean the Executive's willful misconduct, dishonesty or other willful actions (ior willful failures to act) conviction of which are materially and demonstrably injurious to the Executive for Company, or a felony; or (ii) the commission material breach by the Executive of fraud one or theft againstmore terms of this Agreement, or embezzlement from, which shall include the CompanyExecutive's habitual neglect of the material duties required of him under this Agreement. For purposes of this sectionSection, no act or failure to act act, on the part of the Executive's part , shall be considered to be reason for termination for Cause if "willful" unless it is done, or omitted to be done, by the Executive in good bad faith and with the or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Cause 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 exist be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution, resolution duly adopted by the affirmative Board by the vote of not less than two thirds a majority of the entire membership of the Board at a meeting of the Board duly called and held for the purpose (after ten (10) days' prior written notice to such purpose, at which the Executive of such meeting and the purpose thereof and shall have an opportunity for him, together with his counsel, to be heard before the Board at such meeting)present and to be heard, of finding that that, in the good faith opinion of the Board, the Executive was is guilty of the conduct set forth above in this Section 10(a) described above, and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive The Company may be terminated terminate Executive's employment hereunder at any time for "Cause" by the Company as provided below. As used hereinFor purposes of this Agreement, the term "Cause" shall mean (i) conviction of a felony or other crime bearing a rational relationship to Executive's duties to the Executive for a felonyCompany hereunder; or (ii) commission of any act involving dishonesty, disloyalty, or fraud with respect to the commission by Company; (iii) willful and continued failure to substantially perform his duties to the Company hereunder (other than any such failure resulting from his incapacity due to physical or mental illness) which is not cured or remedied within sixty (60) days after written notice thereof to Executive; (iv) any other material breach of this Agreement or any other agreement to which Executive and the Company are parties which is not cured or remedied within sixty (60) days after written notice thereof to the Executive of fraud or theft against, or embezzlement from, (v) any willful misconduct by Employee which materially and adversely interferes with the Company's ability to increase the number of units under its management. For purposes of this sectiondetermining whether Cause exists hereunder, no act act, or failure to act act, on Executive's part part, shall be considered to be reason for termination for Cause if "willful" unless done, or omitted to be done, by Executive in without good faith and with the without reasonable belief that the Executive's action or omission was in the best interests of the Company. Termination for Cause shall cause Executive to forfeit all employment benefits and all compensation not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds yet due as of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive effective date of such meeting and the purpose thereof and an opportunity termination for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detailCause. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination Termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination this subparagraph shall be the date of delivery of the Notice of Termination. Anything herein also cause Executive to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled forfeit all severance payments otherwise payable pursuant to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without CauseParagraph 8 below.

Termination by the Company for Cause. Executive Employee’s employment under this Agreement may be terminated for "Cause" by the Company as provided belowat any time for Cause. As used hereinOnly the following actions, failures, or events by or affecting Employee shall constitute “Cause” for termination of Employee by the term "Cause" shall mean Company: (i) conviction willful and continued failure by Employee to substantially perform her duties provided herein after a written demand for substantial performance is delivered to Employee by the CEO or the Board of Directors, which demand identifies with reasonable specificity the Executive for manner in which Employee has not substantially performed her duties, and Employee’s failure to comply with such demand within a felonyreasonable time, which shall not be less than thirty (30) days after Employee’s receipt of such demand; or (ii) the commission engaging by the Executive of fraud Employee in gross misconduct or theft against, or embezzlement from, gross negligence materially injurious to the Company. For purposes , which if capable of this sectionbeing cured, no is not cured within 30 days of written notice thereof from the CEO or the Board of Directors to Employee; (iii) the commission of any act in direct competition with or failure materially detrimental to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company, which if capable of being cured, is not cured within 30 days of written notice thereof from the CEO or the Board of Directors to Employee; or (iv) Employee’s conviction of having committed a felony. Cause Notwithstanding the foregoing, Employee shall not exist be deemed to have been terminated by the Company for Cause unless and until there shall have been delivered to the Executive her a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds a majority of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for himDirectors finding that, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the BoardBoard of Directors, the Executive was guilty Company has Cause for the termination of the conduct employment of Employee as set forth in any of clauses (i) through (iv) above in this Section 10(a) and specifying the particulars thereof in reasonable detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive may be terminated The Company may, at any time and without notice (except as required below), terminate the Employee for "Cause" “cause.” Termination by the Company as provided below. As used hereinof the Employee for “cause” shall be limited to termination based on any of the following grounds: (a) fraud, the term "Cause" shall mean misappropriation, embezzlement or acts of similar dishonesty; (ib) conviction of a felony crime; (c) intentional and willful misconduct that subjects the Executive for a felonyCompany to criminal or civil liability; (d) breach of the Employee’s duty of loyalty to the Company or diversion or usurpation of corporate opportunities properly belonging to the Company; (iie) material breach by Employee of this Agreement and/or any other agreement entered into between the commission Company and the Employee; and/or (f) willful and/or continued failure to follow any lawful and proper instructions or directions provided to Employee by the Chief Executive of fraud Officer or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests President of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" ; provided, however, that Employee shall not be terminated for cause under subsections (d), (e) or (f) above unless the Company first has provided Employee with written notice that the Company considers the Employee to be in violation of Employee’s obligations under those subsections and Employee fails, within thirty (30) days of such notice, to cure the case conduct that has given rise to the notice. In the event of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felonyCause, such conviction is overturned in a final determination on appeal, the Executive Employee shall be entitled to receive only that Base Salary earned on or before the payments Employee’s last day of active service and other post-employment benefits required by law or under Company policy. Under this Section, Employee shall not be entitled to receive any portion of any bonus for the economic equivalent period in which the termination occurs and (iii) all of the benefits the Executive would have received if his employment had been terminated by the Company without CauseEmployee’s unvested Time Vested Options and unvested Performance Based Stock Options will not vest and will be forfeited.

Termination by the Company for Cause. Executive Employee’s employment under this Agreement may be terminated for "Cause" by the Company as provided belowat any time for Cause. As used hereinOnly the following actions, failures, or events by or affecting Employee shall constitute “Cause” for termination of Employee by the term "Cause" shall mean Company: (i) conviction willful and continued failure by Employee to substantially perform his duties provided herein after a written demand for substantial performance is delivered to Employee by the Supervisor, which demand identifies with reasonable specificity the manner in which Employee has not substantially performed his duties, and Employee’s failure to comply with such demand within a reasonable time, which shall not be less than thirty (30) days after Employee’s receipt of the Executive for a felonysuch demand; or (ii) the commission engaging by Employee gross negligence materially injurious to the Executive Company or gross misconduct, which if capable of fraud or theft againstbeing cured, or embezzlement fromis not cured within thirty (30) days of written notice thereof from the Supervisor to Employee; (iii) a material breach by Employee of this Agreement, the Confidentiality Agreement or any other agreement between Employee and the Company or any of its affiliates, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Supervisor to Employee; or (iv) the commission of any willful act that is materially detrimental to the best interests of the Company, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Supervisor to Employee; or (v) Employee’s conviction of having committed a felony. For purposes of this section, no act No action or failure to act on Executive's Employee’s part shall will be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in “willful” unless it is done without the good faith and with the reasonable belief that the such action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based or if it is done upon the conviction advice of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causecounsel.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 9(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material violation by Executive of any of the Policies (as defined in good faith Section 13); (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 20 (k)); (v) Executive’s fraud or misappropriation of funds or other property; or (vi) the commission by Executive of an indictable offense or other serious crime involving fraud or dishonesty, whether in connection with the reasonable belief that the action Executive’s employment or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, otherwise; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination thereunder shall be effective unless the date of delivery Company shall have given Executive notice of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for event or events constituting Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the and Executive shall be entitled have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the payments and the economic equivalent of the benefits the Executive would have received if his event Executive’s employment had been is terminated by the Company without Without Cause (as defined in subsection (c) below), it is determined in good faith by the Company that Executive’s employment could have been terminated for Cause, Executive’s employment shall, at the election of the Company, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations, as defined in Section 10(f)(i)).

Termination by the Company for Cause. Executive Executive's employment with Holding and the Company may be terminated during the Employment Period by Holding and the Company for "Cause" by the Company as provided below". As used herein, the term "Cause" shall mean (i) conviction the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Board, which notice identifies the manner in which the Board believes that Executive for a felony; or has not substantially performed his duties hereunder, (ii) Executive's engaging in willful serious misconduct that is materially injurious to Holding, the commission Company or any of their respective Affiliates, (iii) Executive's conviction of, or entering a plea of nolo contendere to, a crime that constitutes a felony, (iv) the material or willful breach by the Executive of fraud any written covenant or theft againstagreement with Holding, the Company or any of their respective Affiliates (x) not to disclose any information pertaining to Holding, the Company or any of their respective Affiliates, (y) not to compete or interfere with Holding, the Company or any of their respective Affiliates, including without limitation a breach of any of the covenants set forth in any of Sections 7, 8, 9, 10, 11 or 12 hereof, or embezzlement from, the Company(z) relating to any shares of capital stock of Holding or options in respect of any such stock owned or controlled by Executive. For purposes of this sectionparagraph, no act act, or failure to act act, on the Executive's part shall be considered to be reason for termination for Cause if "willful" unless done, or omitted to be done, by Executive him not in good faith and with the without reasonable belief that the his action or omission was in the best interests interest of the Company. Cause Notwithstanding the foregoing, the Executive shall not exist unless and until there shall be deemed to have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held terminated for the purpose Cause without (after ten (101) days' prior written 60 days notice to the Executive of such meeting and setting forth the purpose thereof and reasons for the Company's intention to terminate for Cause, during which 60 day period the Executive may, if possible, cure or remedy the action or omission giving rise to Cause, (2) an opportunity for himthe Executive, together with his counsel, to be heard before the Board at such meeting)of Directors of the Company and (3) delivery to the Executive of a Notice of Termination, as defined in subsection (e) hereof, from the Board of Directors finding that in the good faith opinion of the Board, Board of Directors the Executive was guilty of the conduct set forth above in this Section 10(a) paragraph (b), and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive The Company may be terminated terminate the Consultant pursuant to the terms of this Agreement at any time for "Cause (as defined below) by giving the Consultant written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause" by the Company as provided below. As used herein, the term "Cause" Consultant shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft againsthave no right to compensation, or embezzlement fromreimbursement under Section 4, for any period subsequent to the Companyeffective date of termination. For purposes of this sectionAgreement, no act or failure to act on Executive's part “Cause” shall be considered to be reason for termination for Cause if donemean: (i) the Consultant is convicted of, or omitted pleads guilty or nolo contendere to, a felony; (ii) the Consultant, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to be donethe Company; (iii) the Consultant misappropriates Company funds or otherwise defrauds the Company in a matter involving a material amount of money or property; (iv) the Consultant breaches his fiduciary duty to the Company resulting in material profit to him, by Executive in good faith and directly or indirectly; (v) the Consultant materially breaches any agreement with the reasonable belief that Company and fails to cure such breach within 10 days of receipt of notice, unless the action act is incapable of being cured; (vi) the Consultant breaches any provision of Section 6 or omission was in Section 7; (vii) the best interests of Consultant becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Company. Cause shall not exist unless Consultant from violating any securities law administered or regulated by the Securities and until there shall have been delivered Exchange Commission; (viii) the Consultant becomes subject to a cease and desist order or other order issued by the Executive Securities and Exchange Commission after an opportunity for a copy of hearing; (ix) the Consultant refuses to carry out a resolution, duly resolution adopted by the affirmative vote of not less than two thirds of the entire membership of the Company’s Board at a meeting of in which the Board held for Consultant was offered a reasonable opportunity to argue that the purpose resolution should not be adopted; or (after ten (10x) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned Consultant abuses alcohol or drugs in a final determination on appeal, manner that interferes with the Executive shall be entitled to the payments and the economic equivalent successful performance of the benefits the Executive would have received if his employment had been terminated by the Company without Causeduties.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 8(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 12); (iii) the failure by Executive to reasonably and until there shall have been delivered 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination thereunder shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Company that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Company, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 8 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments Company all amounts theretofore paid to Executive pursuant to Section 8. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the economic equivalent of regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 8(f) (other than the benefits the Executive would have received if his employment had been terminated by the Company without CauseAccrued Obligations).

Termination by the Company for Cause. Executive The Company may be terminated for "Cause" by terminate the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason employment and this Agreement at any time during the Term for termination for Cause if doneCause, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior effective immediately upon written notice to the Executive of such meeting and 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 purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion lawful directions of 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 was guilty of the conduct set forth above in any provision of this Section 10(a) and specifying the particulars thereof in detailAgreement. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a No termination of the Executive's employment hereunder by the Company for Cause based upon shall be effective as a termination for Cause unless the conviction provisions of this Section shall first have been complied with. The Executive shall be given written notice by the Board, with such notice stating in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive for a felonyshall have ten 10) days after receipt of such notice to fully cure such alleged violation, if possible. If he fails to cure such conviction is overturned in a final determination on appealalleged violation within such ten (10) day period, the Executive shall then be entitled to a hearing in person (together with counsel) before the payments and full Board. If after such hearing, the economic equivalent Board gives written notice to the Executive confirming that a majority of the benefits members of the Executive would have received full Board voted after the hearing to terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or omission shall be deemed to be “willful” if his employment had been terminated by such act or omission was taken (or omitted) in the good faith belief that such is in the best interests of, or not opposed to the best interests of, the Company without Causeor if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. Executive The Company may be terminated for "Cause" by terminate the Company as provided below. As used herein, the term "Cause" shall mean Executive’s employment on account of: (i) conviction any willful action or inaction that constitutes a material breach of the obligations of the Executive for hereunder (other than a felonybreach resulting from the Executive’s incapacity due to physical or mental illness); (ii) the Executive willfully engaging in conduct which is directly relates to the business of the Company and demonstrably and materially injures the Company, monetarily or otherwise; or (iii) the Executive is convicted of a felony which is directly related to the Executive’s employment or the business of the Company (excluding any traffic or other similar type violations) and: (i) the time to appeal the conviction has expired; or (ii) the commission by Executive has appealed the conviction and the conviction has been affirmed (“For Cause Termination”). Prior to any For Cause Termination, the Company shall give the Executive written notice of fraud or theft againsttermination (“Termination Notice”). The Termination Notice must: (i) specifically identify the reason(s) for termination; and (ii) provide the Executive with a sixty (60) day opportunity to cure, or embezzlement fromif curable. If the Executive cures the reason(s) for termination within the time provided, the Company. For purposes of this section, no act or failure to act on Executive's part Termination Notice shall be considered to null and void and of no further force and effect. Any Termination Notice must be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted approved by the affirmative vote of not less than two thirds 75% of the entire membership of the Board at a meeting of the Board called and held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for himpurpose, together with his counselfinding that, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a(i) and specifying the particulars thereof in detailand/or (ii) above. As set forth more fully in Section 10(f) hereofAt such meeting, the "Date of Termination" (which Executive and his counsel shall be entitled to be heard. For purposes of this Section, no earlier than 30 days after delivery such action or inaction shall be deemed "willful": (x) unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that such action or inaction was in the best interest of the written notice to Company; or (y) if such action or inaction was taken or not taken, in good faith and in reliance upon, or in accordance with, advise of counsel. In the event that the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's ’s employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appealterminated For Cause, the Executive shall be entitled to the payments following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iii) any awarded but unpaid bonuses; and the economic equivalent of the benefits (iv) the Executive may exercise all previously granted and vested stock options. The Executive shall: (a) receive the payments provided herein at such times as such payments would have received been made to the Executive; and (b) exercise all previously granted and vested stock options; if his employment had been terminated by the Company without Causethere was no termination.

Termination by the Company for Cause. Executive The Company may be terminated terminate the Executive’s employment and this Agreement at any time during the Term for "Cause" by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior effective immediately upon written notice to the Executive of such meeting and 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, or a willful failure or refusal to carry out the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion lawful directions of 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 was guilty of the conduct set forth above in any provision of this Section 10(a) and specifying the particulars thereof in detailAgreement. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a No termination of the Executive's ’s employment hereunder by the Company for Cause based upon shall be effective as a termination for Cause unless the conviction provisions of this Section shall first have been complied with. The Executive shall be given written notice by the Board, with such notice stating in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive for a felonyshall have ten 10) days after receipt of such notice to fully cure such alleged violation, if possible. If he fails to cure such conviction is overturned in a final determination on appealalleged violation within such ten (10) day period, the Executive shall then be entitled to a hearing in person (together with counsel) before the payments and full Board. If after such hearing, the economic equivalent Board gives written notice to the Executive confirming that a majority of the benefits members of the Executive would have received full Board voted after the hearing to terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or omission shall be deemed to be “willful” if his employment had been terminated by such act or omission was taken (or omitted) in the good faith belief that such is in the best interests of, or not opposed to the best interests of, the Company without Causeor if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. Executive The Executive’s employment may be terminated for "“Cause" ” by the Company as provided below. As used herein, the term "“Cause" ” shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on the Executive's ’s part shall be considered to be reason for termination for Cause if done, or omitted to be done, by the Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after no less than ten (10) days' ’ prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the The Date of Termination shall be the date of delivery of the Notice of TerminationBoard resolution specified herein is delivered to the Executive. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's ’s employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 9(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and until there shall have been delivered substantially perform her 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments and the economic equivalent of the benefits the Company all amounts theretofore paid to Executive would have received pursuant to Section 9. In addition, if his employment had been terminated by not repaid, the Company without Cause.shall have the right to set off, in accordance with (and to the extent permitted

Termination by the Company for Cause. Executive The Company may be terminated terminate this Agreement for Cause. For purposes of this Agreement, "Cause" means (a) an act or acts of personal dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the expense of the Company, (b) repeated violations by Executive of his obligation under paragraph 2.2 which are demonstrably willful and deliberate on Executive's part and are not remedied within a reasonable period after Executive's receipt of notice of such violation from the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (iic) the commission willful engaging by the Executive of fraud or theft against, or embezzlement from, in illegal conduct that is materially demonstrably injurious to the Company. For purposes of this sectionparagraph 4.2, no act act, or failure to act act, on Executive's part shall be considered "dishonest," "willful" or "deliberate" unless done, or omitted to be reason done, by Executive in bad faith and without reasonable belief that Executive's action or omission was in, or not opposed to, the best interest 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 termination for Cause if the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause Notwithstanding.the foregoing, Executive shall not exist be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds one-half of the entire membership of the Board at a meeting of the Board called and held for the purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himExecutive, together with his counsel, Executive's counsel to be heard before the Board at such meetingBoard), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) paragraph 4.2 and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive may be terminated The Company may, at any time and without notice (except as required below), terminate the Employee for "Causecause." Termination by the Company as provided below. As used herein, of the term Employee for "Causecause" shall mean be limited to termination based on any of the following grounds: (ia) fraud, misappropriation, embezzlement or material acts of similar dishonesty; (b) conviction of a felony crime; (c) intentional and willful misconduct that subjects the Executive for a felonyCompany to criminal or civil liability; (d) breach of the Employee's duty of loyalty to the Company or (ii) the commission by the Executive diversion or usurpation of fraud or theft against, or embezzlement from, corporate opportunities properly belonging to the Company. For purposes ; (e) material breach of this section, no act or Agreement and/or any other agreement entered into between the Company and the Employee; and/or (f) willful and/or continued failure to act on Executivesatisfactorily perform the duties of Employee's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" position; provided, however, that Employee shall not be terminated for cause under subsection (e) or (f) above unless the Company first has provided Employee with written notice making specific reference to this Section 4.3 that the Company considers the Employee to be in violation of Employee's obligations under those subsections and Employee fails, within thirty (30) days of such notice, to cure the case conduct that has given rise to the notice. In the event of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felonyCause, such conviction is overturned in a final determination on appeal, the Executive Employee shall be entitled to receive only that Base Salary earned on or before the payments Employee's last day of active service and other post-employment benefits required by law or under Company policy. Under this Section 4.3, Employee shall not be entitled to receive any portion of any bonus for the economic equivalent of period in which the benefits the Executive would have received if his employment had been terminated by the Company without Causetermination occurs.

Termination by the Company for Cause. Executive The Company may be terminated terminate this Agreement for "Cause" by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this sectionAgreement, "Cause" means (a) an act or acts of personal dishonesty taken by Employee and intended to result in substantial personal enrichment of Employee at the expense of the Company, (b) repeated violations by Employee of his obligations under paragraph 2.2 which are demonstrably willful and deliberate on Employee's part and which are not remedied within a reasonable period after Employee's receipt of notice of such violations from the Company or (c) the Willful engaging by employee in illegal conduct that is materially and demonstrably injurious to the Company For purposes of this paragraph 4.2, no act act, or failure to act act, on ExecutiveEmployee's part shall be considered to be reason for termination for Cause if "dishonest" "willful" or ~deliberate" unless done, or omitted to be done, by Executive Employee in bad faith and without reasonable belief that Employee's action or omission was in, or no opposed to, the best interest 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 Employee in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause Notwithstanding the foregoing, Employee shall not exist be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive Employee a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof Employee and an opportunity for himEmployee, together with his Employee's counsel, to be heard before the Board at such meetingBoard), of finding that in the good faith opinion of the Board, the Executive Employee was guilty of the conduct set forth above in this Section 10(a) paragraph 4.2 and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive This Agreement may be terminated voluntarily by the Company immediately at any time during its term for "Cause" by the Company as provided below. As used herein, the term "Cause" which shall mean (i) conviction of the willful and continued failure by Executive to substantially perform his duties with the Company in good faith (other than any such failure resulting from his incapacity due to physical or mental illness or any such actual or anticipated failure resulting from his termination pursuant to Section 4(f)), after a demand for a felonysubstantial performance is delivered to him by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties in good faith; or (ii) the commission willful engaging by the Executive of fraud or theft against, or embezzlement from, in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this sectionSection 4(e), no act act, or failure to act act, on the Executive's part shall be considered to be reason for termination for Cause if "willful" unless done, or omitted to be done, by Executive him in good bad faith and with the without reasonable belief that the his action or omission was in the best interests interest of the Company. Cause Notwithstanding the foregoing, Executive shall not exist be deemed to have been terminated for cause unless and until there shall have been delivered to the Executive him a Notice of Termination (as defined in Section 4(h) below) and a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds at least six of the entire membership six members of the Board (excluding Executive) at a meeting of the Board called and held for the such purpose (after ten (10) days' prior reasonable written notice to Executive, not less than 10 days prior to the Executive date of such meeting and meeting, detailing the purpose thereof alleged basis for such determination; and an opportunity for himExecutive, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in clause (i) or (ii) of the first sentence of this Section 10(a4(e) and specifying the particulars thereof in detail. As set forth more fully in Any dispute concerning a determination of "Cause" pursuant hereto shall be subject to arbitration pursuant to Section 10(f9(c) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. The Company may terminate this Agreement and the Executive’s employment at any time if such termination is for “Cause”, as defined below, by delivering to the Executive may written notice of termination supported by a reasonably detailed statement of the relevant facts and reason for termination and such termination shall be terminated for "Cause" by effective immediately upon delivery of such notice to the Executive. In the event of such termination, the Company as provided below. As used hereinshall pay the Executive, no later than ten (10) days following the term "Cause" shall mean (idate of termination, a lump sum equal to the Executive’s accrued base salary through the date of termination, and any and all accrued vacation pay, and accrued benefits through the date of termination, but no accrued bonus under Section 2(b) conviction of the Executive for a felony; or (ii2(c) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyabove. For purposes of this sectionAgreement, no “Cause” shall exist if (i) the Executive has committed an act or failure to act on Executive's part shall be considered to be reason for termination for Cause if doneof embezzlement, fraud, or omitted theft with respect to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests property of the Company, (ii) disregarded the rules of the Company so as to cause material loss, damage, or injury to, or otherwise to materially endanger, the Company’s property, business ,or employees, (iii) the Executive has abused alcohol or drugs on the job or in a manner affecting his job performance, (iv) the Executive has been found guilty of or has plead nolo contendere to the commission of a felony offense or a misdemeanor offense involving moral turpitude, (v) the Executive has breached this Agreement or has failed to perform the Executive’s duties under this Agreement, including by reason of the Executive’s failure to execute the directives of the Company’s CEO, or (vi) the Executive’s actions or inactions have caused or are reasonably likely to cause material loss, injury, or damage to, the Company’s property, business, or employees. Cause Notwithstanding the foregoing sentence, in the event that a failure occurs under clause (v) or (vi) of the foregoing sentence, “Cause” shall not exist unless and until there shall have been delivered to if the Executive a copy of a resolution, duly adopted by failure is the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination result of the Executive's employment by ’s unwillingness to execute any act that would constitute a violation of existing law, regulation, or rule applicable to Company or the Company for Cause based upon Executive, or if the conviction failure is the result of an act of a party or an intervening event outside of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without CauseExecutive’s authority or control.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 9(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and until there shall have been delivered 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments and the economic equivalent of the benefits the Company all amounts theretofore paid to Executive would have received pursuant to Section 9. In addition, if his employment had been terminated by not repaid, the Company without Cause.shall have the right, in accordance with (and to the extent permitted by)

Termination by the Company for Cause. Executive The Company may be terminated terminate Executive's employment under this Agreement for "Cause" by the Company Cause (as provided defined below), effective immediately upon notice of such termination. As used herein, the term "Cause" shall mean (iA) the willful and continued failure by Executive (other than any such failure resulting from (1) Executive's incapacity due to physical or mental illness or death, (2) any such actual or anticipated failure after the issuance of a notice of termination by Executive for Good Reason (as defined below), or (3) the Company's active or passive obstruction of the performance of Executive's duties and responsibilities) to perform substantially the duties and responsibilities of Executive's position with the Company after a written demand for substantial performance, signed by a majority of the Company's Board of Directors, is delivered to Executive, which demand specifically identifies the manner in which the directors believe that Executive has not substantially performed his duties or responsibilities; (B) the conviction of Executive by a court of competent jurisdiction for felony criminal conduct; (C) the willful engaging by Executive for a felonyin fraud or dishonesty which is demonstrably and materially injurious to the Company or its reputation, monetarily or otherwise; or (iiD) the commission by the Executive Executive's violation of fraud or theft against, or embezzlement from, the Company. For purposes Article IV of this sectionAgreement. No act, no act or failure to act act, on Executive's part shall be considered to be reason for termination for Cause if done, deemed "willful" unless committed or omitted to be done, by Executive in good bad faith and with the without a reasonable belief that the action his act or omission failure to act was in the best interests interest of the Company. Cause Executive shall not exist be terminated for Cause unless and until there the Company shall have been delivered to the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds a majority of the entire membership of the Company's Board of Directors at a meeting of the Board called and held for the such purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himExecutive, together with his Executive's counsel, to be heard before the Board at such meetingby said Board), of finding that that, in the good faith opinion of the said Board, the Executive Executive's conduct was guilty of the conduct set forth above in this Section 10(a) Cause and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 8(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 12); (iii) the failure by Executive to reasonably and until there shall have been delivered 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the economic equivalent of regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the benefits the Executive would have received if his employment had been terminated by the Company without CauseAccrued Obligations).

Termination by the Company for Cause. Executive may be terminated for "For purposes of this Agreement, “Cause" by the Company as provided below. As used herein, the term "Cause" ” shall mean (i) failure or refusal to perform the Executive’s duties as President of AJO 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; (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 AJO or any of their affiliated entities; (v) conviction of the Executive for 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 AJO or any of their affiliated entities (it being agreed that a xxxxx offense or a violation of the motor vehicle code shall not constitute Cause) provided, however, that prior to the determination that “Cause” under clause (i), (ii), (iii), (iv) or (vi) of this Section 1.05 has occurred, the commission by Board shall (x) provide to the Executive of fraud or theft againstin writing, or embezzlement fromin reasonable detail, the Companyreasons for the determination that such “Cause” exists, (y) afford the Executive a thirty (30) day opportunity to remedy any such breach, if such breach is capable of 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”. Notwithstanding the preceding sentence, the Board may 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 sectionAgreement, no act or failure to act on the Executive's ’s part shall be considered to be reason for termination for Cause if “willful” unless it is done, or omitted to be done, by the Executive in good bad faith and with the or without reasonable belief that the her/his action or omission was in the best interests of the CompanyCompany or any successor or affiliate. Cause shall not exist unless and until there shall have been delivered Any act, or failure to the Executive act, based upon authority given pursuant to a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause or based upon the conviction advice of counsel for the Company, or any successor or affiliate, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Executive for a felonyCompany, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Causeor any successor or affiliate thereof.

Termination by the Company for Cause. Executive Executive’s employment may be terminated for "Cause" by the Company for Cause (as defined below in this subsection (b)). 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 below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Companyin Section 9(f)(ii). For purposes of this sectionAgreement, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, “Cause” means (i) a material breach by Executive in good faith of any provision of this Agreement; (ii) a material and with the reasonable belief that the action or omission was in the best interests willful violation by Executive of any of the Company. Cause shall not exist unless Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and until there shall have been delivered substantially perform her 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; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, felony or other serious crime involving moral turpitude; provided that in the case of a any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given 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 after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses 10(a)(i(iv), (v) and 10(a)(iior (vi) abovehereof, Executive’s employment shall, at the Date election of Termination shall the Board, be deemed to have been terminated for Cause, effective as of the date of delivery the occurrence of the Notice of Termination. Anything herein events giving rise to the contrary notwithstandingCause termination. Upon such determination, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be entitled obligated to immediately repay to the payments and the economic equivalent of the benefits the Company all amounts theretofore paid to Executive would have received pursuant to Section 9. In addition, if his employment had been terminated by not repaid, the Company without Causeshall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. Executive The Company may be terminated terminate the Executive’s employment during the Term for "Cause" by the Company as provided below. As used hereinFor purposes of this Agreement, the term "“Cause" ” shall mean (i) conviction the willful and continued failure by the Executive to substantially perform his duties as an employee of the Executive for Company (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured to the Board’s satisfaction within a felony; or reasonable period after written notice thereof to Executive, (ii) the Executive being convicted of or a plea of nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability), (iii) the commission by the Executive of fraud a material act of dishonesty or theft againstbreach of trust resulting or intending to result in personal benefit or enrichment to the Executive at the expense of the Company, or embezzlement from, (iv) an unauthorized absence from employment that is not cured to the CompanyBoard’s satisfaction within five (5) days after written notice thereof to Executive. For purposes of this sectionparagraph, no act act, or failure to act act, on the Executive's ’s part shall be considered to be reason for termination for Cause if “willful” unless done, or omitted to be done, by Executive him not in good faith and with the without reasonable belief that the his action or omission was not in the best interests interest of the Company. Cause Notwithstanding the foregoing, the Executive shall not exist be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two two-thirds (⅔) of the entire authorized membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written reasonable notice to the Executive of such meeting and the purpose thereof and an opportunity for himthe Executive, together with his counsel, to be heard before the Board at such meeting), of Board) finding that in the good faith opinion of the Board, Board the Executive was guilty of the conduct set forth above in clauses (i), (ii), (iii) or (iv) of the second sentence of this Section 10(a) paragraph and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive may be terminated for "Cause" by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for of a felony; or (ii) if Executive is not disabled (as defined below), a willful failure or refusal to substantially perform the duties and services specified herein for a period of not less than thirty (30) days, and after having been afforded (x) written notice of any alleged failure to substantially perform such duties and services and (y) a reasonable opportunity to cure any alleged failure; (iii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company; or (iv) gross misconduct intentionally undertaken by the Executive that is demonstrably and materially injurious to the operations of the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a11(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f11(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.of

Termination by the Company for Cause. Executive Employee’s employment under this Agreement may be terminated for "Cause" by the Company as provided belowat any time for Cause. As used hereinOnly the following actions, failures, or events by or affecting Employee shall constitute “Cause” for termination of Employee by the term "Cause" shall mean Company: (i) conviction willful and continued failure by Employee to substantially perform her duties provided herein after a written demand for substantial performance is delivered to Employee by the Board of Directors, which demand identifies with reasonable specificity the Executive for manner in which Employee has not substantially performed her duties, and Employee’s failure to comply with such demand within a felonyreasonable time, which shall not be less than thirty (30) days after Employee’s receipt of such demand; or (ii) the commission engaging by the Executive of fraud Employee in gross misconduct or theft against, or embezzlement from, gross negligence materially injurious to the Company, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Board of Directors to Employee; (iii) the material violation of the Confidentiality Agreement or any other restrictive covenant between Employee and the Company or any of its affiliates; or (iv) the commission of any willful act that is materially detrimental to the best interests of the Company, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Board of Directors to Employee; or (v) Employee’s conviction of having committed a felony. For purposes of this section, no act No action or failure to act on Executive's Employee’s part shall will be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in “willful” unless it is done without the good faith and with the reasonable belief that the such action or omission was in the best interests of the Company, or if it is done upon the advice of Company counsel. Cause Notwithstanding the foregoing, Employee shall not exist be deemed to have been terminated by the Company for Cause unless and until there shall have been delivered to the Executive her a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two thirds a majority of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for himDirectors finding that, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the BoardBoard of Directors, the Executive was guilty Company has Cause for the termination of the conduct employment of Employee as set forth in any of clauses (i) through (v) above in this Section 10(a) and specifying the particulars thereof in reasonable detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. Executive may be terminated The Company shall have the right to terminate this Agreement for cause at any time by giving written notice to A&M and Alvarez. The Compxxx xxxll have "Causecause" by the Company as provided below. As used hereinif, the term "Cause" shall mean prior to such termination, (i) conviction the Company's Board of the Executive for Directors makes a felony; determination in good faith of A&M's, Alvarez's or any Sxxxxxx Xxployee's willful misconduct or breach of fiduciary duty, (ii) any of A&M, Alvarez or any Supxxxx Xxployee (the commission by "A&M PARTIES") commits any material act of fraud, dishonesty, embezzlement or misappropriation of funds or property in connection with the Executive of fraud or theft againstservices rendered hereunder, or embezzlement from(iii) any of the A&M Parties commits a material breach of any of their respective obligations hereunder, and shall fail to remedy such breach within 30 days after having received written notice from the Company. For purposes of If this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment Agreement is terminated by the Company for Cause based upon cause under this Section 7(a), then (i) the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive A&M Parties shall not be entitled to receive any further compensation under this Agreement, (ii) all unexercised A&M Options, whether or not then vested, shall expire, and (iii) the payments Company shall have the option, for a period of 12 months after such termination, to purchase all of shares of Common Stock then owned by A&M or the Affiliate at a purchase price equal to the lesser of the amount paid by A&M or the Affiliate for such shares of Common Stock or the Fair Market Value (as defined in Section 7(e) below) of such shares of Common Stock, which purchase price shall be applied and set-off first against the amounts outstanding under the Recourse Promissory Note and second against the amounts outstanding under the Non-Recourse Promissory Note, in each case, first to accrued interest and then to principal (such application being referred to as the "REQUIRED APPLICATION OF PROCEEDS"). The Company shall provide A&M written notice of the Company's intention to exercise its option to purchase the Common Stock owned by A&M or the Affiliate under clause (iii) above prior to the expiration of the 12 month period referred to in clause (iii), and the economic equivalent closing of such purchase shall occur as soon as practically possible after the benefits the Executive would have received if his employment had been terminated by the Company without Causegiving of such notice.