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

Termination by the Company with Cause. The Company may terminate Employee’s employment with “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. The Company may terminate the Employee’s employment , at any time, upon ten days’ written notice and opportunity for Employee to remedy any non-compliance with “Cause” as hereafter defined in the terms of this section upon written notice. “Cause” shall mean Employee’s: Agreement (i) conviction ofif such non-compliance is capable of being remedied; if not, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employeenotice of termination shall be effective immediately), or violation by Employee on Company premises for Cause. In such event, the Board of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction Directors shall provide in contravention of Employee’s duties writing to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by an opinion of the Board of Directors, signed by each member voting in favor of termination of the Employee, which shall specify with particularity the basis for such termination. Upon the date of such termination, the Company’s obligation to pay compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Employee for any vacation time not taken. Subject to this exception and the obligation of the Company to compensate the Employee through the notice period, no other compensation shall be payable to the Employee should this Agreement be terminated pursuant to this Section 3.2. As used herein, the term “Cause” shall be limited to any of the following from and after the date hereof: (i) any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company; (viiiii) gross negligence, incompetence or willful misconduct the engaging by Employee in the performance of Employee’s duties. In the event conduct involving moral turpitude that Employee is terminated with “Cause,” Employee shall only be entitled causes material and demonstrable injury, monetarily or otherwise, to the payment Company, including, but not limited to, misappropriation or conversion of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through assets of the date of termination. In the case of an event of Cause under clauses Company (iiother than immaterial assets), ; (iii), (vi) conviction of or entry of a plea of nolo contendere to a felony; or (vii), with the exception of any such events of Cause arising from iv) a material breach of any this Agreement by engaging in action in violation of the provisions of Sections (i), (iv), (v) restrictive covenants in this Agreement. No act or (viii) hereof, Employee shall be provided failure to act by the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon “willful” if done, or omitted to be done, by him in good faith and with the expiration reasonable belief that his action or omission was in the best interests of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may shall have the right to terminate Employee’s Executive's employment at any time with “Cause by providing a Notice of Termination to Executive in accordance with Section 7(g) not more than sixty (60) days after the Board's actual knowledge of the Cause event, and such termination shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, "Cause” as hereafter defined in this section upon written notice. “Cause” " shall mean Employee’smean: (i) conviction of, habitual drug or indictment for, criminal negligence alcohol use which impairs Executive's ability to perform his or criminal acts in the work place or conviction of a felony, her duties hereunder; (ii) violation Executive's conviction during the Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, ; (iv) commission Executive's willful breach of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, Section 10 hereof; (v) appropriation of Executive's willful and continued failure or refusal to perform his duties hereunder (other than such failure caused by Executive's Disability), after a business opportunity written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has failed or transaction in contravention of Employee’s duties refused to the Company, perform his duties; or (vi) Executive otherwise breaches any improper action by Employee material provision of this Agreement which has a detrimental effect on the Company’s reputation or businessis not cured, (vii) failure to perform the duties assigned or requested by the Board of Directorsif curable, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with after written notice within five business days following receipt thereof. No act or failure to act on the part of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the expiration best interest of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may shall have the right to terminate Employee’s Executive's employment at any time with “Cause by providing a Notice of Termination to Executive in accordance with Section 7(g) not more than sixty (60) days after the Company's actual knowledge of the Cause event, and such termination shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, "Cause” as hereafter defined in this section upon written notice. “Cause” " shall mean Employee’smean: (i) conviction of, habitual drug or indictment for, criminal negligence alcohol use which impairs Executive's ability to perform his or criminal acts in the work place or conviction of a felony, her duties hereunder; (ii) violation Executive's conviction during the Term by a court of the Company’s material policies or procedures that have been made known to Employeecompetent jurisdiction, or violation by Employee on Company premises a pleading of any law "no contest" or material regulation, guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) material breach Executive's engaging in fraud, embezzlement or violation any other illegal conduct with respect to the Company or Holdings, which acts are materially harmful to, either financially, or to the business reputation of this Agreement, the Company or Holdings; (iv) commission Executive's willful breach of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, Section 10 hereof; (v) appropriation of Executive's willful and continued failure or refusal to perform his duties hereunder (other than such failure caused by Executive's Disability), after a business opportunity written demand for performance is delivered to Executive by the Company that specifically identifies the manner in which the Company believes that Executive has failed or transaction in contravention of Employee’s duties refused to the Company, perform his duties; or (vi) Executive otherwise breaches any improper action by Employee material provision of this Agreement which has a detrimental effect on the Company’s reputation or businessis not cured, (vii) failure to perform the duties assigned or requested by the Board of Directorsif curable, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with after written notice within five business days following receipt thereof. No act or failure to act on the part of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the expiration best interest of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder Company and which would otherwise be curable but for such reoccurrenceHoldings.

Termination by the Company with Cause. The Company may terminate Employee’s employment the Executive, at any time, upon ten days’ written notice and opportunity for Executive to remedy any non-compliance with “Cause” as hereafter defined in the terms of this section upon written notice. “Cause” shall mean Employee’s: Agreement (i) conviction ofif such non-compliance is capable of being remedied; if not, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employeenotice of termination shall be effective immediately), or violation by Employee on Company premises for Cause. In such event, the Board of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction Directors shall provide in contravention of Employee’s duties writing to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by Executive an opinion of the Board of Directors, or (viii) gross negligencesigned by each member voting in favor of termination of the Executive, incompetence or willful misconduct by Employee in which shall specify with particularity the performance of Employee’s dutiesbasis for such termination. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through Upon the date of such termination, the Company’s obligation to pay compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Executive for any vacation time not taken. In Subject to this exception and the case obligation of an event the Company to compensate the Executive through the notice period, no other compensation shall be payable to the Executive should this Agreement be terminated pursuant to this Section 3.2. As used herein, the term “Cause” shall be limited to any of Cause under clauses the following from and after the date hereof: (ii), (iii), (vii) or (vii), with the exception of any such events of Cause arising from willful breach of any material written policy of the provisions Company that results in material and demonstrable liability or loss to the Company; (ii) the engaging by Executive in conduct involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of Sections assets of the Company (iother than immaterial assets), ; (iii) conviction of or entry of a plea of nolo contendere to a felony; or (iv), (v) a material breach of this Agreement by engaging in action in violation of the restrictive covenants in this Agreement. No act or (viii) hereof, Employee shall be provided failure to act by the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon “willful” if done, or omitted to be done, by him in good faith and with the expiration reasonable belief that his action or omission was in the best interests of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may terminate Employee’s employment with “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the Company, (vi) any improper willful or intentional action by Employee which has a material detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation Base Salary and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. The Company may terminate Employeethe Executive’s employment with during the Term for Cause. For purposes of this Agreement, the term “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’smeans: (i) conviction of, the Executive has been convicted in a federal or indictment for, criminal negligence or criminal acts in the work place or conviction state court of a crime classified as a felony, ; (ii) violation action or inaction by the Executive (A) that constitutes embezzlement, theft, misappropriation or conversion of assets of the Company or its subsidiaries which alone or together with related actions or inactions involve assets of more than a de minimus amount or that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to Executive’s office, and (B) such action or inaction /has adversely affected or is likely to adversely affect the business of the Company or its subsidiaries, taken as a whole, or has resulted or is intended to result in a direct or indirect gain or personal enrichment of Executive to the detriment of the Company’s material policies ; or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonestyExecutive has been grossly inattentive to, or falsification in a grossly negligent manner failed to competently perform, Executive’s job duties and the failure was not cured within 45 days after written notice from the Company. Any termination of any Executive’s employment or by the Company records, for Cause shall be communicated by a Notice of Termination (vas defined in Section 4.4 below) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the CompanyExecutive, which Notice of Termination shall be in writing and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under this provision. Executive shall not be deemed to have been terminated for Cause unless and until (vix) any improper action by Employee which has he receives a detrimental effect on Notice of Termination from the Company’s reputation or business, ; (viiy) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee he is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided given the opportunity to cure such event within a reasonable time following written notice thereof be heard before the Board; and not to exceed thirty (30z) days following such notice (the “Cure Period”)Board finds in its good faith opinion, and if the Employee desires to effect a cure to same then Employee shall provide Executive was guilty of the Company with written notice within five business days following receipt of notice of Cause of such desire, and conduct set forth in the absence Notice of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceTermination.

Termination by the Company with Cause. The Company may terminate Employee’s employment the Executive, at any time, upon ten days’ written notice and opportunity for the Executive to remedy any non-compliance with “Cause” as hereafter defined in the terms of this section upon written notice. “Cause” shall mean Employee’s: Agreement (i) conviction ofif such non-compliance is capable of being remedied; if not, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employeenotice of termination shall be effective immediately), or violation by Employee on Company premises for Cause. In such event, the Board of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction Directors shall provide in contravention of Employee’s duties writing to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by Executive an opinion of the Board of Directors, or (viii) gross negligencesigned by each member voting in favor of termination of the Executive, incompetence or willful misconduct by Employee in which shall specify with particularity the performance of Employee’s dutiesbasis for such termination. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through Upon the date of terminationtermination of this Agreement pursuant to this Section 3.2, the Company’s obligation to pay any compensation shall terminate, at which time the Company shall be responsible for compensating the Executive for any vacation time not taken. In Subject to this exception and the case obligation of an event the Company to compensate the Executive through the notice period, no other compensation shall be payable to the Executive should this Agreement be terminated pursuant to this Section 3.2. As used herein, the term “Cause” shall be limited to any of Cause under clauses the following from and after the date hereof: (ii), (iii), (vii) or (vii), with the exception of any such events of Cause arising from willful breach of any material written policy of the provisions Company that results in material and demonstrable liability or loss to the Company; (ii) the engaging by Executive in conduct involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of Sections assets of the Company (iother than immaterial assets); (iii) conviction of or entry of a plea of nolo contendere to a felony, which is not appealed and subsequently reversed or vacated; or (iv), (v) a material breach of this Agreement by engaging in action in violation of the restrictive covenants in this Agreement. No act or (viii) hereof, Employee shall be provided failure to act by the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon “willful” if done, or omitted to be done, by her in good faith and with the expiration reasonable belief that her action or omission was in the best interests of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may shall have the right to terminate Employee’s Executive's employment at any time with “Cause by providing a Notice of Termination to Executive in accordance with Section 7(g) not more than sixty (60) days after the Board's actual knowledge of the Cause event, and such termination shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, "Cause” as hereafter defined in this section upon written notice. “Cause” " shall mean Employee’smean: (i) conviction of, habitual drug or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, alcohol use which impairs Executive's ability to perform his duties hereunder; (ii) violation Executive's conviction during the Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, ; (iv) commission Executive's willful breach of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, Section 10 hereof; (v) appropriation of Executive's continued failure or refusal to perform his duties hereunder (other than such failure caused by Executive's Disability), after a business opportunity written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has failed or transaction in contravention of Employee’s duties refused to the Company, perform his duties; or (vi) Executive otherwise breaches any improper action by Employee material provision of this Agreement which has a detrimental effect on the Company’s reputation or businessis not cured, (vii) failure to perform the duties assigned or requested by the Board of Directorsif curable, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with after written notice within five business days following receipt thereof. No act or failure to act on the part of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the expiration best interest of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may shall have the right to immediately terminate Employeethe Executive’s employment with “hereunder for Cause” as hereafter defined in , subject to Section 8 hereof. For purposes of this section upon written notice. Agreement, the term “Cause” shall mean Employee’sany of the following: (i) conviction ofthe repeated and demonstrated failure of the Executive to carry out the reasonable instructions of the Board in all material respects, or indictment forprovided such instructions reasonably relate to and are not inconsistent with the Executive’s management position and standing, criminal negligence or criminal acts in which such conduct is not cured within fifteen (15) days after receipt of written notice thereof by the work place or conviction of a felony, Executive from the Company; (ii) violation the breach by the Executive of any of the terms or provisions of this Agreement or any other agreement between the Executive, on the one hand, and the Company’s material policies , on the other hand, on the part of the Executive to be observed or procedures that have been made known to Employeeperformed, which failure or violation breach is not cured within fifteen (15) days after receipt of written notice thereof by Employee on Company premises of any law or material regulation, the Executive from the Company; (iii) the Executive’s knowing and willful neglect or refusal for any reason to attend to the Executive’s material breach or violation duties and responsibilities under this Agreement which such conduct is not cured within fifteen (15) days after receipt of this Agreement, written notice thereof by the Executive from the Company; (iv) commission any criminal liability of any act the Company which was substantially caused by the conduct of theft, fraud, dishonesty, or falsification of any employment or Company records, the Executive; (v) appropriation the Executive’s conviction by, or entry of a business opportunity plea of guilty or transaction in contravention nolo contendere in, a court of Employee’s duties competent jurisdiction of an act of fraud, embezzlement or willful breach of fiduciary duty to the Company, or any crime constituting a felony; (vi) any improper action by Employee which has the Executive’s failure to resign from the Company pursuant to Article VIII of the EHA; (vii) the Company becoming insolvent, filing for bankruptcy protection, commencing liquidation proceedings, having a detrimental effect on trustee or receiver appointed over the Company’s reputation property or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, dissolving; or (viii) gross negligencethe Board determining, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event its sole discretion, that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within is no longer viable as a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrencegoing concern.

Termination by the Company with Cause. The Company may shall have the right to terminate Employee’s Executive's employment at any time with “Cause by providing a Notice of Termination to Executive in accordance with Section 7(g) not more than sixty (60) days after the Board's actual knowledge of the Cause event, and such termination shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, "Cause” as hereafter defined in this section upon written notice. “Cause” " shall mean Employee’smean: (i) conviction of, habitual drug or indictment for, criminal negligence alcohol use which impairs Executive's ability to perform his or criminal acts in the work place or conviction of a felony, her duties hereunder; (ii) violation Executive's conviction during the Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, ; (iv) commission Executive's willful breach of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, Section 10 hereof; (v) appropriation of Executive's willful and continued failure or refusal to perform her duties hereunder (other than such failure caused by Executive's Disability), after a business opportunity written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has failed or transaction in contravention of Employee’s duties refused to the Company, perform her duties; or (vi) Executive otherwise breaches any improper action by Employee material provision of this Agreement which has a detrimental effect on the Company’s reputation or businessis not cured, (vii) failure to perform the duties assigned or requested by the Board of Directorsif curable, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with after written notice within five business days following receipt thereof. No act or failure to act on the part of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that her action or omission was in the expiration best interest of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may shall have the right to terminate Employee’s Executive's employment at any time with “Cause by providing a Notice of Termination to Executive in accordance with Section 7(g) not more than sixty (60) days after the Company's actual knowledge of the Cause event, and such termination shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, "Cause” as hereafter defined in this section upon written notice. “Cause” " shall mean Employee’smean: (i) conviction of, habitual drug or indictment for, criminal negligence alcohol use which impairs Executive's ability to perform his or criminal acts in the work place or conviction of a felony, her duties hereunder; (ii) violation Executive's conviction during the Term by a court of the Company’s material policies or procedures that have been made known to Employeecompetent jurisdiction, or violation by Employee on Company premises a pleading of any law "no contest" or material regulation, guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) material breach Executive's engaging in fraud, embezzlement or violation any other illegal conduct with respect to the Company or Holdings, which acts are materially harmful to, either financially, or to the business reputation of this Agreement, the Company or Holdings; (iv) commission Executive's willful breach of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, Section 9 hereof; (v) appropriation of Executive's willful and continued failure or refusal to perform his duties hereunder (other than such failure caused by Executive's Disability), after a business opportunity written demand for performance is delivered to Executive by the Company that specifically identifies the manner in which the Company believes that Executive has failed or transaction in contravention of Employee’s duties refused to the Company, perform his duties; or (vi) Executive otherwise breaches any improper action by Employee material provision of this Agreement which has a detrimental effect on the Company’s reputation or businessis not cured, (vii) failure to perform the duties assigned or requested by the Board of Directorsif curable, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with after written notice within five business days following receipt thereof. No act or failure to act on the part of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the expiration best interest of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder Company and which would otherwise be curable but for such reoccurrenceHoldings.

Termination by the Company with Cause. The Company may shall have the right at any time to terminate Employee’s Executive's employment with “Cause” as hereafter defined in this section hereunder upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts in notice upon the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach occurrence of any of the provisions following (any such termination being referred to as termination for "Cause"): the commission by Executive of Sections (i)any deliberate and premeditated act taken by Executive in bad faith against the interests of the Company; Executive has been convicted of, (iv)or pleads nolo contendere with respect to any felony, (v) or (viii) hereofof any lesser crime or offense having as its predicate element fraud, Employee shall be dishonesty or misappropriation of the property of the Company; the habitual drug addiction or intoxication of Executive which negatively impacts his job performance or Executive's failure of a company-required drug test; the willful failure or refusal of Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, 4 QB\42554870.2 provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed failure or refusal continues after thirty (30) calendar days following such notice (of the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause in writing from the Board of such desirefailure or refusal, which notice refers to this Section 4(a) and in indicates the absence Company's intention to terminate Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or  Executive materially breaches any of the terms of this Agreement or any other agreement between Executive and the Company which breach is not cured within thirty (30) calendar days subsequent to notice from the Company to Executive of such cure by Employee breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If such definition of termination for "Cause" set forth above conflicts with such definition in Executive's time-based or performance based restricted stock unit or restricted stock award agreements (individually, the Cure Period Employee "Stock Agreement" and collectively, the "Stock Agreements"), or any agreements referred to therein, the definition set forth herein shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writingcontrol. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. The Company may terminate this Agreement, at any time for Cause, with or without prior notice to Employee’s employment with . The term “Cause” as hereafter defined in this section upon written notice. “Cause” used herein, shall mean Employee’s: (ia) gross negligence or willful and wanton misconduct which in either case damages the financial condition, business, assets, reputation, or prospects of the Company; (b) indictment on charges of, conviction of, or indictment forplea of guilt or no contest to any felony or other crime of moral turpitude (other than minor traffic offenses that do not result in an active prison sentence); (c) fraud, criminal negligence misappropriation, embezzlement, or criminal acts in dishonesty relating to Employee’s work for the work place or conviction Company; (d) breach of a felonymaterial provision of this Agreement; (e) loss, suspension or material impairment of any license, certification, registration or other professional credential (ii“License”) held by Employee, if Company deems such License necessary for Employee to remain qualified to perform his responsibilities hereunder; (f) failure or refusal to perform assigned duties and responsibilities for the Company or failure or refusal to carry out directions (consistent with his position as set forth in Section 3 above) of the President, Chief Executive Officer, or the Board of Directors of the Company; and/or (g) violation of any material rule or policy of the Company provided to or made known to Employee during his employment with the Company (including but not limited to the Company’s material policies or procedures on drugs, alcohol, discrimination and/or harassment). Provided, however, that the Company will not have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause terminate this Agreement under clauses (ii), (iii), (visubparagraphs 6.1(f) or –(vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (vg) or (viii) hereof, unless Employee shall be provided the opportunity fails to cure such event failure or violation (if curable as determined by the Company), within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with after receiving detailed written notice within five business days following receipt of notice of Cause of such desire, and in failure or violation from the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may shall have the right to terminate EmployeeExecutive’s employment hereunder “with “Cause” as hereafter defined in by giving Executive written notice to that effect. For the purpose of this section upon written notice. Agreement, “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts commission of a willful and material act of dishonesty in the work place or conviction course of a felonyExecutive’s duties hereunder, (ii) violation conviction by a court of the Company’s material policies competent jurisdiction of a crime constituting a felony or procedures that have been made known to Employee, or violation by Employee on Company premises conviction in respect of any law act involving fraud, dishonesty or material regulationmoral turpitude, (iii) Executive’s performance under the influence of controlled substances, or continued habitual intoxication, during working hours, after the Company shall have provided written notice to Executive and given Executive 30 days within which to commence rehabilitation with respect thereto, and Executive shall have failed to commence such rehabilitation or continued to perform under the influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within 30 days after the Company shall have advised Executive in writing of its intention to terminate Executive’s employment in accordance with the provisions of this Section 8.2, in the event such condition shall not have been cured, (v) Executive’s personal, willful and continuing misconduct or refusal to perform duties and responsibilities described in Section 2 above, or to carry out directives of the Board, which, if capable of being cured, shall not have been cured within 60 days after the Company shall have advised Executive in writing of its intention to terminate Executive’s employment in accordance with the provision of this Section 8.2 or (vi) material breach or violation non-compliance with the terms of this Agreement, (iv) commission of including but not limited to any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any Section 6 or Section 7 of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrencethis Agreement.

Termination by the Company with Cause. The Company may shall have the right to immediately terminate Employeethe Executive’s employment with “hereunder for Cause” as hereafter defined in , subject to Section 8 hereof. For purposes of this section upon written notice. Agreement, the term “Cause” shall mean Employee’sany of the following: (i) conviction ofthe repeated and demonstrated failure of the Executive to carry out the reasonable instructions of the Board in all material respects, or indictment forprovided such instructions reasonably relate to and are not inconsistent with the Executive’s management position and standing, criminal negligence or criminal acts in which such conduct is not cured within fifteen (15) days after receipt of written notice thereof by the work place or conviction of a felony, Executive from the Company; (ii) violation the breach by the Executive of any of the terms or provisions of this Agreement or any other agreement between the Executive, on the one hand, and the Company’s material policies , on the other hand, on the part of the Executive to be observed or procedures that have been made known to Employeeperformed, which failure or violation breach is not cured within fifteen (15) days after receipt of written notice thereof by Employee on Company premises of any law or material regulationthe Executive from the Company, (iii) the Executive’s knowing and willful neglect or refusal for any reason to attend to the Executive’s material breach or violation duties and responsibilities under this Agreement which such conduct is not cured within fifteen (15) days after receipt of this Agreement, written notice thereof by the Executive from the Company; (iv) commission any criminal liability of any act the Company which was substantially caused by the conduct of theft, fraud, dishonesty, the Executive; or falsification of any employment or Company records, (v) appropriation the Executive’s conviction by, or FOIA CONFIDENTIAL TREATMENT REQUEST BY XXXXXXXXX PHARMACEUTICALS, INC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “***” entry of a business opportunity plea of guilty or transaction in contravention nolo contendere in, a court of Employee’s duties competent jurisdiction of an act of fraud, embezzlement or willful breach of fiduciary duty to the Company, or any crime constituting a felony; (vi) any improper action by Employee which has the Company becoming insolvent, filing for bankruptcy protection, commencing liquidation proceedings, having a detrimental effect on trustee or receiver appointed over the Company’s reputation property or business, or dissolving; or (vii) failure to perform the duties assigned or requested by the Board of Directorsdetermining, or (viii) gross negligencein its sole discretion, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within is no longer viable as a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrencegoing concern.

Termination by the Company with Cause. The Company may terminate Employee’s employment with “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three three-month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. The Company may terminate Employee’s 's employment at any time with Cause (as defined below) on written notice of such termination setting forth the basis therefor. Except as otherwise agreed in writing (or as required by law), upon termination of Employee's employment with “Cause” as hereafter defined , the Company shall have no further obligation to Employee under this Agreement by way of compensation or otherwise other than to pay Employee his base salary through the date of such termination. As used in this section upon written notice. “Agreement, "Cause” " shall mean Employee’s: a reasonable determination by the Board, acting in good faith based upon actual knowledge at the time, that Employee has (i) conviction ofmaterially breached the terms of this Agreement, that certain Agreement to Arbitrate between Company and Employee in the form of Exhibit A to this Agreement, that certain Proprietary Information and Invention Assignment Agreement between the Company and Employee, or indictment for, criminal negligence or criminal acts in any other material agreement between the work place or conviction of a felonyCompany and Employee, (ii) violation committed gross negligence or engaged in serious misconduct in the execution of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulationhis assigned duties, (iii) material breach been convicted of a felony or violation of this Agreementother serious crime involving moral turpitude, (iv) commission of materially refused to perform any act of theft, fraud, dishonestylawful duty or responsibility consistent with Employee's position with the Company, or falsification of any employment or Company records, (v) appropriation materially breached his fiduciary duty or his duty of a business opportunity or transaction in contravention of Employee’s duties loyalty to the Company. Notwithstanding the foregoing, (vi) Employee's employment shall not be terminated for Cause pursuant to this Section 4.2 unless and until Employee has received notice of a proposed termination for Cause, and Employee has had an opportunity to be heard at a meeting with at least a majority of the members of the Board. Employee shall be deemed to have had such opportunity if given written notice by any improper action by Employee which has a detrimental effect director acting on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by behalf of the Board at least seventy two (72) hours in advance of Directorssuch meeting. After Employee's hearing before the Board pursuant to this Section 4.2, the Board shall promptly, and in any event within seventy two (72) hours, decide to uphold or rescind Employee's termination for Cause (the "Final Action"). If the Final Action upholds Employee's termination for Cause, Employee shall have the right to appeal the Final Action in accordance with the procedures set forth in that certain Agreement to Arbitrate between the Company and Employee; provided, however, that Employee shall prevail in such appeal, and Cause shall not be deemed to exist, unless the Company establishes in such appeal by "clear and convincing evidence" that Cause existed for such termination. If Employee elects to appeal the Final Action, the Company shall continue to pay Employee's base salary and benefits for a period of six (6) months after the date of the Final Action, or until final resolution of such appeal (viiithe "Decision"), whichever period is shorter, at a rate and time and in an amount and manner equal to one hundred percent (100%) gross negligence, incompetence or willful misconduct of the base salary and benefits payable to Employee immediately prior to the Final Action. The Company shall pay all costs incurred by Employee in preparing for the performance of Employee’s dutiesFinal Action and in pursuing any appeal thereof, including all professional fees and expenses. In the event that If Employee is terminated with “Cause,” the non-prevailing party in the Decision, Employee shall only be entitled reimburse the Company for the costs, fees and expenses paid by the Company and shall reimburse the Company for any base salary and benefits paid to Employee during the payment period of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated time from the Final Action through the date of terminationthe Decision. In Any proceedings by the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee Board pursuant to this Section 4.2 shall be provided the opportunity to cure such event within conducted in a reasonable time following written notice thereof confidential manner and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee all steps shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant taken to the foregoing sentence prevent any harm to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrence's reputation.

Termination by the Company with Cause. The Company may shall have the right at any time to terminate Employee’s Executive's employment with “Cause” as hereafter defined in this section hereunder upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts in notice upon the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach occurrence of any of the provisions following (any such termination being referred to as termination for "Cause"): the commission by Executive of Sections (i)any deliberate and premeditated act taken by Executive in bad faith against the interests of the Company that causes or is reasonably anticipated to cause material harm to the Company; Executive has been convicted of, (iv)or pleads nolo contendere with respect to any felony, (v) or (viii) hereofof any lesser crime or offense having as its predicate element fraud, Employee shall be dishonesty or misappropriation of the property of the Company that causes or is reasonably anticipated to cause material harm to the Company; the habitual drug addiction or intoxication of Executive which negatively impacts his job performance or Executive's failure of a company-required drug test; the willful failure or refusal of Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the Board, provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed failure or refusal continues after thirty (30) calendar days following such notice (of the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause in writing from the Board of such desirefailure or refusal, which notice refers to this Section 4(a) and in indicates the absence Company's intention to terminate Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or Executive materially breaches any of the terms of this Agreement or any other agreement between Executive and the Company which breach is not cured within thirty (30) calendar days subsequent to notice from the Company to Executive of such cure by Employee breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If such definition of termination for "Cause" set forth above conflicts with such definition in Executive's time-based or performance based restricted stock unit or restricted stock award agreements (individually, the Cure Period Employee "Stock Agreement" and collectively, the "Stock Agreements"), or any agreements referred to therein, the definition set forth herein shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writingcontrol. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. The Company may shall have the right to terminate Employee’s Executive's employment at any time with “Cause by providing a Notice of Termination to Executive in accordance with Section 7(g) not more than sixty (60) days after the Company's actual knowledge of the Cause event, and such termination shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, "Cause” as hereafter defined in this section upon written notice. “Cause” " shall mean Employee’smean: (i) conviction of, habitual drug or indictment for, criminal negligence alcohol use which impairs Executive's ability to perform his or criminal acts in the work place or conviction of a felony, her duties hereunder; (ii) violation Executive's conviction during the Term by a court of the Company’s material policies or procedures that have been made known to Employeecompetent jurisdiction, or violation by Employee on Company premises a pleading of any law "no contest" or material regulation, guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, Executive's engaging in fraud, dishonesty, embezzlement or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties other illegal conduct with respect to the Company, (vi) any improper action by Employee which has a detrimental effect on acts are materially harmful to, either financially, or to the business reputation of the Company’s reputation or business, ; (viiiv) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or Executive's willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), Section 10 hereof; (v) Executive's willful and continued failure or refusal to perform his material duties hereunder (viii) hereofother than such failure caused by Executive's Disability), Employee shall be provided after a written demand for performance is delivered to Executive by the opportunity Company that specifically identifies the manner in which the Company believes that Executive has failed or refused to cure such event perform his duties, which is not cured, if curable, within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with after written notice thereof; or (vi) Executive otherwise breaches any material provision of this Agreement which is not cured, if curable, within five business thirty (30) days following receipt after written notice thereof. No act or failure to act on the part of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the expiration best interest of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may shall have the right to immediately terminate EmployeeExecutive’s employment with “hereunder for Cause” as hereafter defined in , subject to Sections 8(a) and 8(b) hereof. For purposes of this section upon written notice. Agreement, the term “Cause” shall mean Employee’sany of the following: (i) conviction ofthe repeated and demonstrated failure of Executive to substantially carry out the reasonable instructions of the Board, or indictment forprovided such instructions reasonably relate to and are not inconsistent with Executive’s management position and standing, criminal negligence or criminal acts in which such conduct is not cured within fifteen (15) days after receipt of written notice thereof by Executive from the work place or conviction of a felony, Company; (ii) violation the breach by Executive of any of the terms or provisions of this Agreement or any other agreement between Executive, on the one hand, and the Company’s material policies , on the other hand, on the part of Executive to be observed or procedures that have been made known to Employeeperformed, which failure or violation breach is not cured within fifteen (15) days after receipt of written notice thereof by Employee on Company premises of any law or material regulationExecutive from the Company, (iii) Executive’s knowing and willful neglect or refusal for any reason to attend to Executive’s material breach or violation duties and responsibilities under this Agreement which such conduct is not cured within fifteen (15) days after receipt of this Agreement, written notice thereof by Executive from the Company; (iv) commission any criminal liability of any act the Company which was substantially caused by the conduct of theft, fraud, dishonesty, Executive; or falsification of any employment or Company records, (v) appropriation Executive’s conviction by, or entry of a business opportunity plea of guilty or transaction in contravention nolo contendere in, a court of Employee’s duties competent jurisdiction of an act of fraud, embezzlement or willful breach of fiduciary duty to the Company, (vi) or any improper action by Employee which has crime constituting a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrencefelony.

Termination by the Company with Cause. The Company may terminate the Employee’s employment , at any time, upon ten days' written notice and opportunity for Employee to remedy any non- compliance with “Cause” as hereafter defined in the terms of this section upon written notice. “Cause” shall mean Employee’s: Agreement (i) conviction ofif such non-compliance is capable of being remedied; if not, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee's notice of termination shall be effective immediately), or violation by Employee on Company premises for Cause. In such event, the Board of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction Directors shall provide in contravention of Employee’s duties writing to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by an opinion of the Board of Directors, signed by each member voting in favor of termination of the Employee, which shall specify with particularity the basis for such termination. Upon the date of such termination, the Company's obligation to pay compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Employee for any vacation time not taken. Subject to this exception and the obligation of the Company to compensate the Employee through the notice period, no other compensation shall be payable to the Employee should this Agreement be terminated pursuant to this Section 3.2. As used herein, the term "Cause" shall be limited to any of the following from and after the date hereof: (i) any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company; (viiiii) gross negligence, incompetence or willful misconduct the engaging by Employee in the performance of Employee’s duties. In the event conduct involving moral turpitude that Employee is terminated with “Cause,” Employee shall only be entitled causes material and demonstrable injury, monetarily or otherwise, to the payment Company, including, but not limited to, misappropriation or conversion of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through assets of the date of termination. In the case of an event of Cause under clauses Company (iiother than immaterial assets), ; (iii), (vi) conviction of or entry of a plea of nolo contendere to a felony; or (vii), with the exception of any such events of Cause arising from iv) a material breach of any this Agreement by engaging in action in violation of the provisions of Sections (i), (iv), (v) restrictive covenants in this Agreement. No act or (viii) hereof, Employee shall be provided failure to act by the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon "willful" if done, or omitted to be done, by him in good faith and with the expiration reasonable belief that his action or omission was in the best interests of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may shall have the right to terminate Employee’s Executive's employment at any time with “Cause by providing a Notice of Termination to Executive in accordance with Section 7(g) not more than sixty (60) days after the Board's actual knowledge of the Cause event, and such termination shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, "Cause” as hereafter defined in this section upon written notice. “Cause” " shall mean Employee’smean: (i) conviction of, habitual drug or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, alcohol use which impairs Executive's ability to perform his duties hereunder; (ii) violation Executive's conviction during Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, ; (iv) commission Executive's willful breach of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, Section 9 hereof; (v) appropriation of Executive's continued failure or refusal to perform his duties hereunder (other than such failure caused by Executive's Disability), after a business opportunity written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has failed or transaction in contravention of Employee’s duties refused to the Company, perform his duties; or (vi) Executive otherwise breaches any improper action by Employee material provision of this Agreement which has a detrimental effect on the Company’s reputation or businessis not cured, (vii) failure to perform the duties assigned or requested by the Board of Directorsif curable, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with after written notice within five business days following receipt thereof. No act or failure to act on the part of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the expiration best interest of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrenceCompany.

Termination by the Company with Cause. The Company may terminate Employee’s employment with “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three three-month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. The Company may shall have the right to terminate Employee’s Executive's employment at any time with “Cause by providing a Notice of Termination to Executive in accordance with Section 7(g) not more than sixty (60) days after the Company's actual knowledge of the Cause event, and such termination shall not be deemed to be a breach of this Agreement. For purposes of this Agreement, "Cause” as hereafter defined in this section upon written notice. “Cause” " shall mean Employee’smean: (i) conviction of, habitual drug or indictment for, criminal negligence alcohol use which impairs Executive's ability to perform his or criminal acts in the work place or conviction of a felony, her duties hereunder; (ii) violation Executive's conviction during the Term by a court of the Company’s material policies or procedures that have been made known to Employeecompetent jurisdiction, or violation by Employee on Company premises a pleading of any law "no contest" or material regulation, guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) material breach Executive's engaging in fraud, embezzlement or violation any other illegal conduct with respect to the Company or Holdings, which acts are materially harmful to, either financially, or to the business reputation of this Agreement, the Company or Holdings; (iv) commission Executive's willful breach of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, Section 10 hereof; (v) appropriation of a business opportunity Executive's willful and continued failure or transaction in contravention of Employee’s duties to the Company, (vi) any improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure refusal to perform the his material duties assigned or requested hereunder (other than such failure caused by Executive's Disability), after a written demand for performance is delivered to Executive by the Board of DirectorsCompany that specifically identifies the manner in which the Company believes that Executive has failed or refused to perform his duties, or (viii) gross negligencewhich is not cured, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accruedif curable, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with after written notice thereof; or (vi) Executive otherwise breaches any material provision of this Agreement which is not cured, if curable, within five business thirty (30) days following receipt after written notice thereof. No act or failure to act on the part of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee Executive shall be deemed terminated upon "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the expiration best interest of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder Company and which would otherwise be curable but for such reoccurrenceHoldings.