Common use of Termination for Cause; Resignation Without Good Reason Clause in Contracts

Termination for Cause; Resignation Without Good Reason. (a) In the event that the Executive is discharged for Cause (as defined below) or the Executive resigns without Good Reason (as defined below), this Employment Agreement shall be deemed terminated and the Company shall be released from all obligations to the Executive with respect to this Employment Agreement, except for obligations accrued prior to such termination. The foregoing shall not be construed as a limitation of any rights or remedies available to the Company with regard to any acts or omissions of the Executive that gave rise to the termination for Cause. (b) As used herein, the term “Cause” shall only mean: (i) a deliberate and intentional breach by the Executive of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breach; (ii) the Executive’s conviction of, or pleading guilty or nolo contendere to, any crime constituting a felony in the jurisdiction involved; (iii) the conviction of the Executive of any crime involving moral turpitude; or (iv) gross negligence or willful misconduct in the conduct of the Executive’s duties or willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with the Executive’s position as in effect just prior to such delegation, and such conduct is not corrected by the Executive within 30 days following receipt by the Executive of written notice from the Board of Directors or the Chief Executive Officer, such notice to state with specificity the nature of the breach, failure or refusal, gross negligence or willful misconduct related to the Executive’s employment with the Company.

Termination for Cause; Resignation Without Good Reason. (a) In the event that the The Board may terminate Executive's employment under this Agreement with or without Cause at any time and Executive is discharged for Cause (as defined below) may resign under this Agreement with or the Executive resigns without Good Reason (as defined below), this Employment Agreement shall be deemed terminated and the Company shall be released from all obligations to the Executive with respect to this Employment Agreement, except for obligations accrued prior to such terminationat any time. The foregoing shall not be construed as a limitation of any rights or remedies available to the Company with regard to any acts or omissions of the Executive that gave rise to the termination for Cause. (b) As used herein, "Cause" shall mean, and be limited to (whether such conduct occurs prior to or following the term “Cause” shall only mean: Effective Time): (i) a deliberate and intentional breach by the Executive plea of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breach; (ii) the Executive’s conviction of, or pleading guilty or nolo contendere to, any crime constituting or conviction for, a felony offense by Executive; provided, however, that after indictment, the Board may suspend Executive from the rendition of services, but without limiting or modifying in any other way the jurisdiction involvedCompany's obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to the Company; (iii) the conviction of the a material breach by Executive of any crime involving moral turpitudeof the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement other than by reason of Executive's disability; or (ivv) gross negligence a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or willful misconduct conflicts of interest. Executive shall not be deemed to have engaged in conduct constituting Cause unless (i) Company provides Executive with notice of the conduct or circumstances allegedly giving rise to a possible Cause determination and, if curable, allows Executive ten (10) days to cure such alleged conduct or circumstances and (ii) Executive is given the opportunity, with reasonable advance notice, to present to the Board (with counsel) his position with regard to the alleged grounds for termination prior to the Board making its determination regarding whether there is Cause for Executive's termination. Upon Executive's (A) termination of employment by the Board for Cause prior to the expiration of the Executive’s duties Term or willful refusal or inability to perform such duties as may be delegated (B) resignation without Good Reason prior to the Executive which are consistent with expiration of the Executive’s position as in effect just prior to such delegationTerm, and such conduct is not corrected this Agreement shall terminate without further obligation by the Executive within 30 days following receipt by Company, except for the Executive payment of written notice from the Board of Directors or the Chief Executive Officer, such notice to state with specificity the nature of the breach, failure or refusal, gross negligence or willful misconduct related to the Executive’s employment with the Companyany Accrued Obligations (as defined in Section 1(f) below).

Termination for Cause; Resignation Without Good Reason. (a) In The Company may terminate the event that the Executive is discharged Executive’s employment hereunder at any time for Cause (as defined belowin Section 4.1(b)) or upon written notice to the Executive. The Executive resigns may voluntarily resign from her employment hereunder without Good Reason (as defined belowin Section 4.3(b)) upon not less than ninety (90) days prior written notice to the Company; provided, this Employment Agreement shall be deemed terminated and however, the Company shall be released from all obligations reserves the right, upon written notice to the Executive with respect Executive, to this Employment Agreementaccept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, except for obligations accrued or on such other date prior to such terminationthe Executive’s intended last day of work as the Company deems appropriate. The foregoing It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be construed as deemed a limitation of any rights or remedies available to termination by the Company with regard to any acts without Cause or omissions constitute Good Reason for purposes of the Executive that gave rise to the termination for CauseSection 4.3 or otherwise. (b) As used hereinin this Agreement, the term “Cause” shall only meanmeans, as determined by the Board: (i) a deliberate and intentional breach by the Executive Executive’s willful misconduct or gross negligence in the performance of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breachExecutive’s duties; (ii) the Executive’s conviction offailure to satisfactorily perform the Executive’s duties or to follow the lawful directives of the Board; provided, or pleading guilty or nolo contendere tothat, any crime constituting a felony if such failure described in this clause (ii) is susceptible to cure (as determined in the jurisdiction involvedreasonable discretion of the Board), the Executive shall have fifteen (15) days after notice from the Board to cure such failure; (iii) the Executive’s commission of, indictment for, conviction of, or plea of the Executive of guilty or nolo contendere to (A) a felony (or state law equivalent) or (B) any crime (whether or not a felony) involving fraud, dishonesty, theft, breach of trust or moral turpitude; or (iv) gross negligence the Executive’s performance of any act of theft, embezzlement, fraud, malfeasance, dishonesty or willful misconduct in misappropriation against the conduct Company, its Affiliates or any of the third parties with whom or which it conducts business; (v) the Executive’s use of illegal drugs, or the Executive’s abuse of alcohol that impairs the Executive’s ability to perform the Executive’s duties or willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with contemplated hereunder; (vi) the Executive’s position breach of any fiduciary duty owed to the Company (including, without limitation, the duty of care and the duty of loyalty) or its Affiliates; or (vii) the Executive’s breach of this Agreement, the Covenants Agreement (as defined in effect just prior Section 5.1) or any other agreement or covenant with the Company or any of its Affiliates, or violation of the Company’s code of conduct or other written policy; provided, that, if such breach or violation described in this clause (vii) is susceptible to such delegationcure (as determined in the reasonable discretion of the Board), and such conduct is not corrected by the Executive within 30 shall have fifteen (15) days following receipt by the Executive of written after notice from the Board of Directors to cure such breach or the Chief Executive Officer, such notice to state with specificity the nature of the breach, failure or refusal, gross negligence or willful misconduct related to the Executive’s employment with the Companyviolation.

Termination for Cause; Resignation Without Good Reason. If NexaCloud Ltd. terminates your employment for cause, or if you resign from employment hereunder other than for good reason, you shall only be entitled to payment of any unpaid salary through and including the date of termination or resignation and any unpaid expense reimbursement. You shall have no further right under this agreement to receive any other compensation or benefits after such termination or resignation of employment.For purposes of this agreement, cause shall mean:Any act or omission that constitutes a material breach by you of your obligations under this agreement;The willful and continued failure or refusal by you (a) In the event that the Executive is discharged for Cause (as defined below) or the Executive resigns without Good Reason (as defined below), this Employment Agreement shall be deemed terminated and the Company shall be released from all obligations to the Executive with respect to this Employment Agreement, except for obligations accrued prior to such termination. The foregoing shall not be construed as a limitation consequence of any rights illness, accident, or remedies available other incapacity) to perform the Company with regard to any acts or omissions material duties reasonably required of the Executive that gave rise to the termination for Cause. (b) As used herein, the term “Cause” shall only mean: (i) a deliberate and intentional breach by the Executive of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breach; (ii) the Executive’s you hereunder;Your conviction of, or pleading guilty or plea of nolo contendere to, (x) any felony or (y) another willful crime constituting involving dishonesty or moral turpitude, or which reflects negatively upon NexaCloud Ltd. and/or its subsidiaries or affiliates in a felony material manner or otherwise materially impairs or impedes the operations of NexaCloud Ltd.;Your engaging in any willful misconduct, gross negligence, or act of dishonesty with regard to NexaCloud Ltd. or your material duties, which conduct is injurious to NexaCloud Ltd.;Your material breach of either a material written policy of NexaCloud Ltd. that is applicable to you or, to the jurisdiction involvedextent you are aware of such rules or have been informed thereof, the relevant rules of any governmental or regulatory body applicable to NexaCloud Ltd.; (iii) provided, that any such notification with respect to the conviction rules of any governmental or regulatory body outside shall be in writing; orYour refusal to follow the lawful directions of the Executive [Board of Directors/CEO]; provided, however, that no event or condition described in clauses i, ii, v, or vi shall constitute cause unless:the company first gives you written notice of its intention to terminate your employment for cause and the grounds for such termination, andsuch grounds for termination (if susceptible to correction) are not corrected by you within thirty (30) days of your receipt of such notice.For purposes of this agreement, good reason shall mean the occurrence of any crime involving moral turpitude; or (iv) gross negligence or willful misconduct in the conduct of the Executive’s duties following events without your prior written consent:A failure by the company to timely pay material compensation due and payable to you in connection with your employment;A diminution in your salary;A material diminution of the authority, duties, or willful refusal responsibilities of you from those set forth in this agreement;The company requiring you to be based at any office or inability location more than fifty (50) [miles/kilometer] from [Work Location or Region]; orA material breach by the company of its obligations under this agreement; provided, however, that no event or condition described in clauses (i) through (v) shall constitute good reason unless: (x) you give the company, within sixty (60) days of your becoming aware of the occurrence of the good reason event, written notice of your intention to perform such duties as may be delegated to the Executive which are consistent with the Executive’s position as in effect just prior to such delegationterminate your employment for good reason, and such conduct is (y)such grounds for termination (if susceptible to correction) are not corrected by the Executive company within 30 thirty (30) days following of its receipt by the Executive of written notice from the Board of Directors or the Chief Executive Officersuch notice. If such grounds for termination for good reason are not cured during such thirty (30) day period, such notice to state with specificity the nature your termination for good reason shall be effective as of the breach, failure or refusal, gross negligence or willful misconduct related to day immediately following the Executive’s employment with the Companyend of such a thirty (30) day period.

Termination for Cause; Resignation Without Good Reason. (a) In the event that the Executive is discharged Employer may, at its option, terminate your employment for Cause (as defined below) or the Executive resigns ). You may, at your option, terminate your employment without Good Reason (as defined below), . For purposes of this Employment Agreement shall be deemed terminated and the Company shall be released from all obligations to the Executive with respect to this Employment Agreement, except termination of your employment for obligations accrued prior to such termination. The foregoing shall not be construed as a limitation of any rights or remedies available to the Company with regard to any acts or omissions of the Executive that gave rise to the termination for Cause. (b) As used herein, the term “Cause” shall only mean: mean termination of your employment due to any of the following: (i) a deliberate and your engaging or participating in intentional breach by acts of material fraud against the Executive of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breach; Company; (ii) your willful misfeasance having a material adverse effect on the Executive’s conviction of, or pleading guilty or nolo contendere to, any crime constituting a felony Company (except in the jurisdiction involved; event of your incapacity as set forth in paragraph 9); (iii) the conviction of the your substantial and continual refusal to perform your duties, responsibilities or obligations provided for in this Agreement (provided that such duties, responsibilities or obligations are not inconsistent with your position as President and Chief Executive of any crime involving moral turpitude; or Officer and are otherwise lawful); (iv) gross negligence your conviction of a felony or entering a plea of nolo contendere to a felony charge; (v) your willful misconduct violation of any policy of the Company that is generally applicable to all employees or all officers of the Company including, but not limited to, policies concerning ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or sexual harassment, or the Company’s code of conduct, that you knew or reasonably should have known could reasonably be expected to result in a material adverse effect on the Company; (vi) your willful unauthorized disclosure of a trade secret or other confidential material information of the Company, that you knew or reasonably should have known could reasonably be expected to result in a material adverse effect on the Company; (vii) your willful failure to cooperate fully with a bona fide Company internal investigation or an investigation of the Company by regulatory or law enforcement authorities whether or not related to your employment with the Company (an “Investigation”), after being instructed by the Board to cooperate; (viii) your willful destruction of or knowing and intentional failure to preserve documents or other material known by you to be relevant to any Investigation; or (ix) your willful inducement of others to fail to cooperate in any Investigation or to produce documents or other material. For purposes of the foregoing definition, an act or omission shall be considered “willful” if it done, or omitted to be done, by you with knowledge and intent. Anything herein to the contrary notwithstanding, the Board will give you written notice (a “Cause Notice”), not more than thirty (30) calendar days after the occurrence of the event constituting Cause comes to the attention of an “executive officer” of Employer (as defined by the rules and regulations of the Securities Exchange Commission for purposes of the Exchange Act), prior to terminating your employment for Cause. A Cause Notice will set forth in reasonable detail the circumstances constituting Cause and, if applicable, the conduct required to cure the same. Except for actions, malfeasance or circumstances which by their nature cannot be cured, you shall have thirty (30) calendar days from your receipt of such notice within which to cure. Without prejudice to whether any other action, malfeasance or circumstance is capable of cure, it shall be a rebuttable presumption that any purported refusal to perform your duties, responsibilities or obligations as described in clause (iii) above, and any failure to cooperate with an Investigation as described in clause (vii) above, is capable of cure. Notwithstanding the above, any violation of Company policy or failure to cooperate with an Investigation which is in connection with the exercise of your constitutional right against self-incrimination shall not be considered an event described in clause (v) or (vii) above. For purposes of this Agreement, no termination of your employment purportedly for Cause shall be treated as a termination for Cause without your receipt of a Cause Notice, nor shall any termination of your employment during the 30-day cure period provided for in the conduct of the Executive’s duties preceding sentence, if applicable, or willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with the Executive’s position as in effect just prior to such delegation, and such conduct is not corrected by the Executive within 30 days following receipt by the Executive of written notice from the Board of Directors or the Chief Executive Officer, such notice to state with specificity the nature after your satisfactory cure of the breach, failure malfeasance or refusalcircumstances that the Company asserted as constituting Cause, gross negligence be considered a termination for Cause for such stated reasons. The date of a termination of your employment for Cause shall be the date after the cure period provided for above, if any, expires without your having cured the actions, malfeasance or willful misconduct related circumstances constituting Cause to the Executive’s employment with reasonable satisfaction of the CompanyBoard (or, if no cure period is applicable, the date of termination specified in the written notice given to you by the Board).

Termination for Cause; Resignation Without Good Reason. (a) In The Company may terminate the event that the Executive is discharged Executive’s employment hereunder at any time for Cause (as defined belowin Section 4.1(b)) or upon written notice to the Executive. The Executive resigns may voluntarily resign from his employment hereunder without Good Reason (as defined belowin Section 4.3(b)) upon not less than ninety (90) days prior written notice to the Company; provided, this Employment Agreement shall be deemed terminated and however, the Company shall be released from all obligations reserves the right, upon written notice to the Executive with respect Executive, to this Employment Agreementaccept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, except for obligations accrued or on such other date prior to such terminationthe Executive’s intended last day of work as the Company deems appropriate. The foregoing It is understood and agreed that the Company’s election to accelerate the Executive’s notice of resignation shall not be construed as deemed a limitation of any rights or remedies available to termination by the Company with regard to any acts without Cause or omissions constitute Good Reason for purposes of the Executive that gave rise to the termination for CauseSection 4.3 or otherwise. (b) As used hereinin this Agreement, the term “Cause” shall only meanmeans, as determined by the Board: (i) a deliberate and intentional breach by the Executive Executive’s willful misconduct or gross negligence in the performance of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breachExecutive’s duties; (ii) the Executive’s conviction offailure to satisfactorily perform the Executive’s duties or to follow the lawful directives of the Board; provided, or pleading guilty or nolo contendere tothat, any crime constituting a felony if such failure described in this clause (ii) is susceptible to cure (as determined in the jurisdiction involvedreasonable discretion of the Board), the Executive shall have fifteen (15) days after notice from the Board to cure such failure; (iii) the Executive’s commission of, indictment for, conviction of, or plea of the Executive of guilty or nolo contendere to (A) a felony (or state law equivalent) or (B) any crime (whether or not a felony) involving fraud, dishonesty, theft, breach of trust or moral turpitude; or (iv) gross negligence the Executive’s performance of any act of theft, embezzlement, fraud, malfeasance, dishonesty or willful misconduct in misappropriation against the conduct Company, its Affiliates or any of the third parties with whom or which it conducts business; (v) the Executive’s use of illegal drugs, or the Executive’s abuse of alcohol that impairs the Executive’s ability to perform the Executive’s duties or willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with contemplated hereunder; (vi) the Executive’s position breach of any fiduciary duty owed to the Company (including, without limitation, the duty of care and the duty of loyalty) or its Affiliates; or (vii) the Executive’s breach of this Agreement, the Covenants Agreement (as defined in effect just prior Section 5.1) or any other agreement or covenant with the Company or any of its Affiliates, or violation of the Company’s code of conduct or other written policy; provided, that, if such breach or violation described in this clause (vii) is susceptible to such delegationcure (as determined in the reasonable discretion of the Board), and such conduct is not corrected by the Executive within 30 shall have fifteen (15) days following receipt by the Executive of written after notice from the Board of Directors to cure such breach or the Chief Executive Officer, such notice to state with specificity the nature of the breach, failure or refusal, gross negligence or willful misconduct related to the Executive’s employment with the Companyviolation.

Termination for Cause; Resignation Without Good Reason. (a) In At any time, the event that Company may terminate the Executive is discharged Executive’s employment hereunder for Cause (as defined belowin this Section 6) or the Executive resigns may voluntarily terminate his employment hereunder without Good Reason (as defined belowin this Section 6). In such event, this Employment Agreement shall be deemed terminated and the Company shall be released from all obligations to Term will end on the Executive with respect to this Employment Agreement, except for obligations accrued prior to date of any such termination. The foregoing shall not be construed as a limitation For purposes of any rights or remedies available to the Company with regard to any acts or omissions of the Executive that gave rise to the termination for Cause. (b) As used hereinthis Agreement, the term “Cause” shall only meanbe defined as any of the following actions by the Executive: (i) a deliberate and intentional material breach by the Executive of a substantial and material duty and responsibility his obligations under this Employment Agreement that is not remediedAgreement, (ii) the continuing and willful refusal or failure (other than during reasonable periods of illness, disability or vacation) by Executive to perform his duties or take any action hereunder or under any lawful and reasonable direction of the Board, a duly constituted committee of the Board, or CEO of the Company, (iii) Executive’s habitual drunkenness or any substance abuse which, in either case, adversely affects the Executive’s performance of his job responsibilities, provided such actions (if capable of being remedied, ) are not remedied within 30 thirty (30) days after receipt of written notice by certified mail return receipt requested from the Company specifying such breach; (ii) the Executive’s conviction of, or pleading guilty or nolo contendere to, any crime constituting a felony in the jurisdiction involved; (iii) the conviction of the Executive of any crime involving moral turpitude; or (iv) gross negligence or willful misconduct in the conduct of the Executive’s duties or willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with the Executive’s position as in effect just prior to such delegation, and such conduct is not corrected by the Executive within 30 days following receipt by the Executive of written notice from the Board of Directors or the Chief Executive Officer, such notice to state with specificity Company specifying the nature of such actions, (iv) charging of Executive of a felony by means of indictment or similar action, including without limitation filing of a criminal information, commencing a criminal felony proceeding against Executive, if in the breachjudgment of the Board, failure such charging of the Executive would substantially interfere with the effectiveness of the Executive as Chief Operating Officer, or refusalconviction of Executive of a felony or plea by the Executive of guilty or nolo contendere with respect to a felony charge, gross negligence or willful misconduct related to the (v) Executive’s employment with commission of a fraud, theft against or embezzlement from the Company, (vi) any intentional misconduct by the Executive (other than misconduct undertaken at the express direction of the Board) which would in the good faith opinion of the Board or the Company’s counsel tend to make the Company liable to any person under any state or federal law relating to sexual harassment or age, sex or other prohibited discrimination, provided that such actions (if capable of being remedied) are not remedied, within thirty (30) days after receipt by the Executive of written notice from the Company specifying the nature of such actions, (vii) any intentional and continuous violation in any material respect of any written policy of the Company or any successor entity adopted in respect to any law referred to in clause (vi) above, (viii) any conduct which, in the good faith opinion of the Board or the Company’s counsel, the Executive knows or should know (either as a result of a prior warning by the Company or the flagrant nature of the conduct) violates applicable law or causes the Company to violate applicable law or (ix) any intentional violation of Section 7 or 8 hereof by Executive. The Company’s continued employment of Executive shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Cause hereunder.

Termination for Cause; Resignation Without Good Reason. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive's employment is terminated by the Executive is discharged Company for Cause (as defined below) or the by Executive resigns without other than for Good Reason (or other than as defined below)a result of the Executive's Permanent Disability or death, this Employment Agreement shall be deemed terminated and the Company shall be released from all obligations to the Executive with respect to this Employment Agreement, except for obligations accrued prior to such termination. The foregoing September 30, 2000, Executive shall only be entitled to receive the Compensation Payment and shall not be construed as a limitation entitled to the payment of any rights or remedies available to other compensation otherwise included under this Agreement. After the termination of Executive's employment under this Section 6.4., the obligations of the Company with regard under this Agreement to make any acts further payments, or omissions of the provide any benefits specified herein, to Executive that gave rise to the termination for Causeshall thereupon cease and terminate. (b) As used herein, the term “"Cause” " shall only mean: be limited to (i) a deliberate and intentional breach willful malfeasance or willful misconduct by Executive in connection with his employment which is injurious to the Executive of a substantial and material duty and responsibility under this Employment Agreement that is not remediedCompany, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breach; (ii) willful, substantial and continuing refusal by Executive to perform his duties hereunder or any lawful direction of the Executive’s conviction ofBoard of Directors of the Company as required under Section 1.3, or pleading guilty or nolo contendere towhich continues beyond ten days after a written demand for substantial performance is delivered to Executive by the Company, any crime constituting a felony in the jurisdiction involved; (iii) the conviction any breach of the provisions of Section 13 of this Agreement by Executive or any other material breach of this Agreement by Executive which continues beyond ten days after a written demand for substantial performance is delivered to Executive by the Company or (iv) the indictment of Executive of (a) any crime felony or (b) a misdemeanor involving moral turpitude; or (iv) gross negligence or willful misconduct provided, however, that in the conduct event Executive is subsequently found not guilty or the charges against Executive are dismissed, any amounts that would have been due Executive hereunder if he had been terminated without Cause shall be paid to Executive on the same basis as if a Termination without Cause has occurred on the date he was actually terminated. Termination of Executive pursuant to this Section 6.4 shall be made by delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Executive’s duties or willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with the Executive’s position as in effect just prior to such delegation, and such conduct is not corrected by the Executive within 30 days following receipt by the Executive Directors at a meeting of written notice from the Board of Directors or of the Chief Executive Officer, such Company called and held for the purpose (after 30 days prior written notice to state with specificity Executive and reasonable opportunity for Executive to be heard before the nature Board prior to such vote), finding that in the reasonable judgment of such Board, Executive was guilty of conduct set forth in any of clauses (i) through (iv) above and specifying the breach, failure or refusal, gross negligence or willful misconduct related to the Executive’s employment with the Companyparticulars thereof.

Termination for Cause; Resignation Without Good Reason. (a) In the event that the Executive is discharged Company terminates the Executive’s employment for Cause (as defined below) ), or the Executive resigns from the Company without Good Reason (as defined below), this Employment Agreement the Executive shall only be deemed terminated entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive’s termination of employment; (ii) bonus compensation earned but not paid under Section III.B. hereof that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan; (iii) any accrued and unused vacation pay; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive’s termination; and (v) such Employee Benefits, if any, as to which the Executive (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company shall be released from all obligations or its affiliates pursuant to the Executive with respect terms of such plans (the amounts described in clauses (i) through (v) hereof being referred to as the “Accrued Rights”). 1. For purposes of this Employment Agreement, except for obligations accrued prior to such termination. The foregoing shall not be construed as a limitation of any rights or remedies available to the Company with regard to any acts or omissions of the Executive that gave rise to the termination for Cause. (b) As used herein, the term “Cause” shall only mean: means: a. a material breach of, or the willful failure or refusal by the Executive to perform and discharge duties or obligations the Executive has agreed to perform or assume under this Agreement (iother than by reason of permanent disability or death); b. the Executive’s failure to follow a lawful directive of the Chief Executive Officer or the Board that is within the scope of the Executive’s duties for a period of ten (10) a deliberate and intentional breach business days after notice from Chief Executive Officer or the Board specifying the performance required; c. any material violation by the Executive of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable policy contained in the Code of being remedied, within 30 days after receipt Conduct of written notice by certified mail return receipt requested from the Company specifying such breach; (ii) or similar publication; d. drug or alcohol abuse by the Executive that materially affects the Executive’s conviction of, or pleading guilty or nolo contendere to, any crime constituting a felony in the jurisdiction involved; (iii) the conviction of the Executive of any crime involving moral turpitude; or (iv) gross negligence or willful misconduct in the conduct performance of the Executive’s duties under this Agreement; or e. conviction of, or willful refusal the entry of a plea of guilty or inability to perform such duties as may be delegated to nolo contendere by the Executive which are consistent with for, any felony or other crime involving moral turpitude. 2. For purposes of this Agreement, “Good Reason” means, without the Executive’s position as in effect just prior to such delegation, and such conduct is not corrected by the Executive within 30 days following receipt by the Executive of express written notice from the Board of Directors or the Chief Executive Officer, such notice to state with specificity the nature of the breach, failure or refusal, gross negligence or willful misconduct related to the Executive’s employment with the Company.consent:

Termination for Cause; Resignation Without Good Reason. (a) In The Company may terminate the event that the Executive is discharged Executive’s employment hereunder at any time for Cause (as defined belowin Section 4.1(b)) or upon written notice to the Executive. The Executive resigns may voluntarily resign from his employment hereunder without Good Reason (as defined belowin Section 4.3(b)) upon not less than ninety (90) days prior written notice to the Company; provided, this Employment Agreement shall be deemed terminated and however, the Company shall be released from all obligations reserves the right, upon written notice to the Executive with respect Executive, to this Employment Agreementaccept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, except for obligations accrued or on such other date prior to such terminationthe Executive’s intended last day of work as the Company deems appropriate. The foregoing It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be construed as deemed a limitation of any rights or remedies available to termination by the Company with regard to any acts without Cause or omissions constitute Good Reason for purposes of the Executive that gave rise to the termination for CauseSection 4.3 or otherwise. (b) As used hereinin this Agreement, the term “Cause” shall only meanmeans, as determined by the Board: (i) a deliberate and intentional breach by the Executive Executive’s willful misconduct or gross negligence in the performance of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breachExecutive’s duties; (ii) the Executive’s conviction offailure to satisfactorily perform the Executive’s duties or to follow the lawful directives of the Board; provided, or pleading guilty or nolo contendere tothat, any crime constituting a felony if such failure described in this clause (ii) is susceptible to cure (as determined in the jurisdiction involvedreasonable discretion of the Board), the Executive shall have fifteen (15) days after notice from the Board to cure such failure; (iii) the Executive’s commission of, indictment for, conviction of, or plea of the Executive of guilty or nolo contendere to (A) a felony (or state law equivalent) or (B) any crime (whether or not a felony) involving fraud, dishonesty, theft, breach of trust or moral turpitude; or (iv) gross negligence the Executive’s performance of any act of theft, embezzlement, fraud, malfeasance, dishonesty or willful misconduct in misappropriation against the conduct Company, its Affiliates or any of the third parties with whom or which it conducts business; (v) the Executive’s use of illegal drugs, or the Executive’s abuse of alcohol that impairs the Executive’s ability to perform the Executive’s duties or willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with contemplated hereunder; (vi) the Executive’s position breach of any fiduciary duty owed to the Company (including, without limitation, the duty of care and the duty of loyalty) or its Affiliates; or (vii) the Executive’s breach of this Agreement, the Covenants Agreement (as defined in effect just prior Section 5.1) or any other agreement or covenant with the Company or any of its Affiliates, or violation of the Company’s code of conduct or other written policy; provided, that, if such breach or violation described in this clause (vii) is susceptible to such delegationcure (as determined in the reasonable discretion of the Board), and such conduct is not corrected by the Executive within 30 shall have fifteen (15) days following receipt by the Executive of written after notice from the Board of Directors to cure such breach or the Chief Executive Officer, such notice to state with specificity the nature of the breach, failure or refusal, gross negligence or willful misconduct related to the Executive’s employment with the Companyviolation.

Termination for Cause; Resignation Without Good Reason. (a) In the event that the The Company may terminate Executive’s employment under this Agreement with or without Cause at any time and Executive is discharged for Cause (as defined below) may resign under this Agreement with or the Executive resigns without Good Reason (as defined below), this Employment Agreement shall be deemed terminated and the Company shall be released from all obligations to the Executive with respect to this Employment Agreement, except for obligations accrued prior to such terminationat any time. The foregoing shall not be construed as a limitation of any rights or remedies available to the Company with regard to any acts or omissions of the Executive that gave rise to the termination for Cause. (b) As used herein, the term “Cause” shall only mean: (i) a deliberate and intentional breach by the Executive plea of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breach; (ii) the Executive’s conviction of, or pleading guilty or nolo contendere to, any crime constituting or conviction for, a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the jurisdiction involvedCompany’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”), the Company or any of its subsidiaries; (iii) the conviction of the a material breach by Executive of any crime involving moral turpitudeof the covenants made by Executive in Section 2 hereof (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the conduct described in clauses (iv) gross negligence or willful misconduct in the conduct of the Executive’s duties or willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with the Executive’s position as in effect just prior to such delegation(v) above, and such conduct if curable, is not corrected cured by the Executive within 30 days following receipt after Executive is provided with written notice thereof. Upon Executive’s (A) termination of employment by the Executive of written notice from Company for Cause prior to the Board of Directors or the Chief Executive Officer, such notice to state with specificity the nature expiration of the breach, failure Term or refusal, gross negligence or willful misconduct related (B) resignation without Good Reason prior to the Executive’s employment with expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such termination.

Termination for Cause; Resignation Without Good Reason. (a) In The Company may terminate the event that the Executive is discharged Employee’s employment hereunder for Cause (as defined belowhereinafter defined) or the Executive resigns Employee may resign from his position with the Company without Good Reason (as defined belowhereinafter defined). For purposes of this Agreement, this Employment Agreement shall be deemed terminated and the Company shall be released from all obligations to the Executive with respect to this Employment Agreement, except for obligations accrued prior to such termination. The foregoing shall not be construed as a limitation of any rights or remedies available to the Company with regard to any acts or omissions of the Executive that gave rise to the termination for Cause. (b) As used herein, the term have “Cause” shall only meanto terminate the Employee’s employment hereunder: (i) upon the Employee’s indictment or conviction for the commission of an act or acts constituting a deliberate and intentional breach felony under the laws of the United States or any State thereof, (ii) upon the Employee’s commission of fraud, embezzlement or gross negligence, (iii) upon the Employee’s willful or continued failure to perform an act permitted by the Executive Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics that is within his material duties hereunder (other than by reason of physical or mental illness or disability) or directives of the Board, or material breach of the terms hereof or of the NDNC, in each case, after written notice has been delivered to the Employee by the Company, which notice specifically identifies the manner in which the Employee has not substantially performed his duties or has committed a breach, and the Employee’s failure to substantially perform his duties or breach is not cured within fifteen (15) business days after such notice has been given to the Employee; (iv) upon any misrepresentation by the Employee of a substantial material fact to or concealment by the Employee of a material fact from the Board, the Chairman, the CEO, and/or general counsel; or (v) upon any material violation of the Company’s rules, policies, or procedures, including without limitation, the Company’s Code of Business Conduct and material duty Ethics. For purposes of this Section 10(b), no act or failure to act on the Employee’s part shall be deemed “willful” unless done or omitted to be done, by the Employee not in good faith and responsibility under this Employment Agreement without reasonable belief that is not remediedthe Employee’s act, or failure to act, was in the best interest of the Company. If the Company terminates the Employee’s employment for Cause, or if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested the Employee shall resign from the Company specifying such breach; (ii) without Good Reason, the Executive’s conviction of, or pleading guilty or nolo contendere toEmployee shall not be entitled to any severance payments, any crime constituting a felony in unvested stock options and other unvested equity incentive awards shall terminate, and the jurisdiction involved; Employee shall relinquish any and all rights to any amounts payable and to any benefits otherwise provided for herein, provided that the Employee shall (iiiA) the conviction be entitled to receive accrued or vested compensation, including salary and Guaranteed Bonus (to be paid when paid to other officers of the Executive Company), through the Date of any crime involving moral turpitude; or (iv) gross negligence or willful misconduct in the conduct of the Executive’s duties or willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with the Executive’s position as in effect just prior to such delegationTermination, and such conduct is not corrected by (B) have the Executive within 30 days following receipt by the Executive of written notice from the Board of Directors or the Chief Executive Officer, such notice right to state with specificity the nature of the breach, failure or refusal, gross negligence or willful misconduct related to the Executive’s employment be reimbursed for unpaid and approved business expenses (in accordance with the Company’s normal business expense reimbursement procedures) through such Date of Termination. If the Employee resigns from the Company without Good Reason, or if the Employee does not intend to seek renewal of the Term, the Employee shall provide written notice to the Company at least ninety (90) days prior to the actual Date of Termination of the Employee’s employment, which ninety-day notice period may be waived by the Company in its sole discretion.