Common use of Termination for Cause Clause in Contracts

Termination for Cause. This Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This SDSP may terminate this Agreement for “cause” upon written notice to Employee. If this Agreement is terminated for “cause”, Employee shall be terminated and entitled to receive: (i) the employment relationship between Base Salary through the effective date of termination, (ii) any other amounts earned, accrued or owed to Employee and Employer shall be severed under this Agreement but not paid as of the date of termination, and (iii) any other benefits payable to Employee upon such termination specified under any benefit plans or programs of SDSP in a notice by Employer to effect on the date of termination; less any claims of SDSP against Employee, upon the occurrence of any of the following: i. Employee commits an act . The term “cause” shall mean: (i) Employee’s confession or conviction of theft, fraud, embezzlement or other crime involving dishonesty; (ii) Employee’s excessive absenteeism (other than by reason of physical injury, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary informationdisease, or engages mental illness) without reasonable cause; (iii) Employee’s act or omission constituting a material breach of any provision of this Agreement, including Sections 12, 13, 14 and 15 below; (iv) habitual and material negligence by Employee in a course the performance of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties under this Agreement; (v) Employee’s abuse, misuse or destruction of employment property of SDSP, its affiliates, or its customers; (vi) Employee’s making or publishing of false or malicious statements concerning SDSP; or (vii) material failure by Employee to comply with the policies of SDSP or a lawful directive of the Board of Managers of SDSP and the failure to cure such non-compliance within ten days after his receipt of a written notice from the Board of Managers setting forth in reasonable detail the particulars of such non-compliance. The preceding list is not intended to be exhaustive; other conduct of a similar nature may result in the termination of this Agreement for “cause.” However, the results of SDSP’s operations or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages judgment made in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed good faith by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a not constitute an independent basis for termination or severance payment in the event of a this Agreement for “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.”

Termination for Cause. This Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination specified from the Board of Directors to Asset Manager if (i) Asset Manager engages in a notice by Employer to Employeeany act of fraud, upon the occurrence misappropriation of funds, or embezzlement against NRF or any of the following: i. Employee commits an act its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any workplace policy proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of EmployerAsset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, Employer’s policy regarding workplace harassmentdirect, discriminationindirect, confidentiality of informationspecial, attendanceconsequential, insubordinationspeculative and punitive damages, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits as well as lost future profits and business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyfuture.

Termination for Cause. This Employee’s employment under this Agreement shall be terminated and have no specific term. The Company may terminate Employee’s employment with the employment relationship between Employee and Employer shall be severed as Company at will at any time upon written notice, with or without Cause or advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the date Company relating to the employment, discipline or termination of termination specified in a notice by Employer to Employeeits employees. For purposes of this Agreement, upon the occurrence of “Cause” shall mean any of the following: i. Employee commits an : (a) the commission of any act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred willful dishonesty by Employee in connection with his the Company’s business or any act of fraud or embezzlement by Employee; (b) a breach of the Company’s Employee Proprietary Information and Invention Agreement or a breach in any material respect by the Executive of any other contract the Employee is a party to with the Company; (c) the refusal or omission by Employee to perform any lawful duties hereunderproperly required Employee, all provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties to, or material deviation from any of the policies or directives of, the Company, provided, however, that in the case of deviations from policies or directives if a cure is not reasonably possible in the circumstances, (i) the Company must give Employee notice of such deviations within thirty (30) days of the Board becoming aware of such an occurrence, (ii) Employee must be given thirty (30) days to cure or correct the deviation, if curable, and (iii) Employee may only be terminated for Cause if the deviation remains uncured after thirty (30) days, if curable, following written notice and upon the approval of the Board; (e) conduct on the part of Employee which constitutes the breach of any statutory or common law duty of loyalty to the date Company; or (f) any illegal act by Employee which the Board determines adversely affects the business of termination onlythe Company, or any felony committed by Employee.

Termination for Cause. This Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date Immediately following notice of termination specified in a notice for "Cause" (as defined below), specifying such Cause, given by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon Company (termination pursuant to this sectionSection 6.3 being referred to herein as termination for "Cause"). As used herein, Employee "Cause" means (i) termination based on Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Executive's supervisor(s) that are within the scope of Executive's duties; (iv) Executive's breach of this agreement; (v) Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Executive that has or could discredit or damage the Company; (vii) Executive's indictment for a felony violation of the federal securities laws; or (viii) Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be paid when due made by the Board of Directors of the Company after having first given thirty (30) days written notice to Executive of such determination, and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (afforded Executive the opportunity to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to be heard by the full extent Board of Employee’s rights under such plansDirectors. Notwithstanding any other provision in this Agreement, accrued vacation pay and any appropriate reimbursement if Executive is terminated pursuant to subsection (iii) of business expenses incurred by Employee in connection with this Section 6.3 for poor job performance, excluding refusal to perform his duties hereunderduties, all Executive shall have sixty (60) days to cure the date of behavior upon which the threatened termination onlyis based.

Termination for Cause. This Agreement shall may be terminated and the employment relationship between Employee and Employer for cause as hereinafter defined. "CAUSE" shall be severed mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of the date physical or mental incapacity, substantially to perform his duties hereunder for a period of termination specified in six (6) consecutive months; (iii) a notice material violation by Employer to Employee, upon the occurrence Executive of any applicable material law or regulation respecting the business of Employer or the following: i. Employee commits Bank; (iv) Executive being found guilty of a felony or an act of theftdishonesty in connection with the performance of his duties as an officer of Employer or the Bank, fraudor which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, dishonestyas amended (the "FDIA"), falsification or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting 's intention to gross incompetence; ii. Employee materially breaches this Agreement or violates terminate his employment for any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty tocause (except Executive's death) specifying the grounds for such termination, a felonyreasonable opportunity to cure any conduct or act, an act involving moral turpitudeif curable, or alleged as grounds for such termination, and a misdemeanor where imprisonment is imposed; iv. Employee fails reasonable opportunity to devote full time or effort present to the Employee’s duties Executive Committee his position regarding any dispute relating to the existence of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; visuch cause. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in In the event of a “for cause” discharge dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Employee only for Executive his Base Compensation as shall have accrued through the effective date of such period of Employee’s active full-time employment termination, and Employer shall not be obligated to pay any performance bonus with respect to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any then current fiscal year of Employer’s plans under which Employee is a participant , or have any further obligations to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyExecutive.

Termination for Cause. This (a) The Company shall have the right to terminate this Agreement shall be terminated and effective upon 30 days’ prior written notice to the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to EmployeeAdvisor, upon the occurrence without payment of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee Termination Fee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment fees (other than those accrued to the date of termination. Upon termination pursuant to this section), Employee shall be paid when due and as a result of: (i) an Event of Default by the Advisor (upon the affirmative vote of two-thirds of the Independent Directors or vote of holders of a majority of the Company’s outstanding common stock); (ii) a Change of Control of the Advisor (other than internal transfers among the Principals) (upon the affirmative vote of a majority of the Independent Directors); or (iii) the election of the Board of Directors (i) in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses Section 14 hereof or (ii) the occurrence of an Internalization Event. (b) The Company shall have the right to terminate this Agreement effective upon 30 days’ prior written notice of termination from the Board of Directors to the extent earned)Advisor as a result of a Change of Control of the Company, but shall be required to pay to the Advisor the Termination Fee; provided, however, that the election to terminate and notification thereof to the Advisor must be made within 90 days of such Change of Control or the Company’s right to terminate under this Section 16(b) shall expire. (c) The Advisor shall have the right to terminate this Agreement effective upon 60 days’ prior written notice by the Advisor to the Board of Directors, and the Company shall be required to pay to the Advisor the Termination Fee, in the event (i) that the Company shall default in the performance or observance or observance of any benefits material term, condition or covenant contained in this Agreement and such default shall continue for a period of 30 days after written notice thereof from the Advisor to the Board of Directors specifying such default and requesting that the same be remedied within such 30-day period, or (ii) of a Change of Control of the Company; provided, however, that the election to terminate the notification thereof to the Company must be made within 90 days of such Change of Control or the Advisor’s right to terminate under this Section 16(c) shall expire. (d) The Advisor shall have the right to terminate this Agreement, without payment of any Termination Fee to the Advisor, in the event the Company becomes regulated as an “investment company” under the Investment Company Act, with such termination deemed to have occurred immediately prior to such event. (e) If any of Employer’s plans under which Employee is a participant the events specified in Section 16(a)(i) or (ii) or Section 16(c) occurs, the Advisor shall give prompt written notice thereof to the full extent Board of Employee’s rights under such plansDirectors. If any of the events specified in Section 16(a)(ii) or Section 16(b) occurs, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all the Company shall give prompt written notice thereof to the date of termination onlyAdvisor.

Termination for Cause. This Agreement The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer deemed to Employee, upon the occurrence of exist if any of the following: i. Employee commits an act following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, dishonestymisappropriation, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary informationembezzlement, or engages in any other act of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a course guilty plea or plea of conduct amounting no contest to gross incompetence; ii. Employee materially breaches a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or violates any workplace policy of Employer, controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, Employer’s policy regarding workplace harassmentunlawful discriminatory conduct) that results in substantial injury to the reputation, discriminationbusiness or business relationships of the Company or that, confidentiality of informationin each case, attendance, insubordinationhas subjected, or drug free workplace; iiiif generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. Employee In the event the Executive’s employment is convicted ofterminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or pleads guilty toany other such compensation or benefits, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or except for the Employee’s own benefit accrued but unpaid salary and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and accrued but unused vacation in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any policy of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyCompany.

Termination for Cause. This Agreement Upon the termination of Executive’s employment by the Company for Cause (as defined below), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) below). As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of 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 Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be terminated immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the employment relationship between Employee and Employer shall be severed Company, provided that the Reporting Officer determines, in his/her good faith discretion, that such material breach undermines his/her confidence in Executive’s fitness to continue in his position, as evidenced in writing from the Reporting Officer (it being understood that the determination as to whether such material breach occurred is not in the good faith discretion of the date of termination specified in Reporting Officer); (iii) a notice material breach by Employer to Employee, upon the occurrence Executive of any of the following: i. Employee commits an act of theftcovenants made by Executive in Section 2 hereof, fraudprovided, dishonestyhowever, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a “written demand for cause” discharge cure by the Reporting Officer, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s continued willful or gross neglect of the material duties required by this Agreement following receipt of written notice signed by the Reporting Officer which specifically identifies the nature of such willful or gross neglect and Employer shall pay Employee only for such period a reasonable opportunity to cure, (v) a knowing and material violation by Executive of Employee’s active full-time employment any material Company policy pertaining to ethics, wrongdoing or conflicts of interest, and (vi) any act or omission which occurred prior to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due Effective Date and in accordance with Employer’s general payroll practices which would have constituted “Cause” under the previous employment agreement between Executive and relevant policies, all accrued salary, bonuses the Company (to the extent earned“Previous Employment Agreement”), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This The Company may terminate the Executive's employment immediately for Cause for any of the following reasons: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense of the Company or any of its subsidiaries; (ii) a willful material breach by the Executive of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; (iii) the Executive's conviction of a felony or any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or (v) a material breach by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive's employment for Cause by giving the Executive written notice of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be terminated entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the employment relationship between Employee and Employer shall be severed extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination specified in a notice by Employer of employment, such compensation and benefits to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices at the normal time for payment of such compensation and relevant policies, all accrued salary, bonuses benefits and (to the extent earned), iii) any benefits reimbursement amounts owing under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlySection 4.

Termination for Cause. This The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall be terminated have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the employment relationship between Employee Company shall pay the Executive any amount due and Employer shall be severed owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination specified in of the Executive’s Employment as a notice by Employer to Employee, upon the occurrence result of any one or more of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates : (i) any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted conviction of, or pleads guilty topleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a felonymaterially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, an other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act involving moral turpitudeor failure to act, on the part of the Executive, shall be considered “willful” if it is done, or a misdemeanor where imprisonment is imposed; iv. Employee fails omitted to devote full time be done, by the Executive in good faith or effort to the Employee’s duties of employment or any with reasonable belief that his action or omission of Employee which constitutes negligent performance was in the best interest of the EmployeeCompany. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s duties; v. Employee solicits business on behalf receipt of a competitornotice from the Company finding that, potential competitor, or for in the Employee’s own benefit and against the interests good faith opinion of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or Company, the potential for embarrassment to Employer; vii. Employer becomes insolvent or Executive is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge guilty of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a acts constituting “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyCause.”

Termination for Cause. This In addition to any other remedies that may exist, either party may terminate this Agreement for cause in the event the other party commits a material breach of any provision of this Agreement by giving the other party at least sixty (60) days prior written notice of such termination, unless such default or breach is cured within said sixty (60) days. If either party terminates this Agreement pursuant to this Section 9, Licensee shall be terminated promptly return and cause all agents of Licensee to promptly return to Licensor all Confidential Information and all Coal Briquetting Technology then in Licensee's possession, and Licensee shall not thereafter use for its own commercial benefit or disclose to any third person any Confidential Information or Coal Briquetting Technology during the employment relationship between Employee and Employer shall be severed as of period ending three (3) years from the date of termination specified in such termination. Notwithstanding the foregoing, information which (i) is or becomes generally available to the public other than as a notice result of an unauthorized disclosure by Employer the Licensee or its respective members, agents, employees, directors or representatives, (ii) was available to Employeethe Licensee on a non-confidential basis prior to its receiving disclosure hereunder, upon (iii) lawfully becomes available to the occurrence of any of Licensee on a non-confidential basis from a third party source (provided that such source is not known by the following: i. Employee commits an act of theftLicensee or its members, fraudagents, dishonestyemployees, falsification of Employer’s records, improper disclosure of Employer’s confidential directors or proprietary representatives to be prohibited from transmitting the information), or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee (iv) the Licensee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed compelled by legal process by any court or other authority to take charge disclose shall not be subject to the terms of the Employer’s assets; or viii. Employer is unable duty to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment protect Confidential Information set forth in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section. In the case of (iv) above, Employee the Licensee shall give the Licensor prompt written notice of such legal process in order that an appropriate protective order can be paid when due sought and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (Licensee agrees not to oppose Licensor's efforts to prevent the extent earned), any benefits under any disclosure of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyConfidential Information.

Termination for Cause. This Employee's employment under this Agreement may be terminated by Employer for "good cause." Upon such termination, Employer's obligation to compensate Employee under this Agreement shall be terminated and the employment relationship between Employee and in all respects cease, except that Employer shall be severed pay Employee, within thirty (30) days of such termination, any Accrued Compensation as of the date time of such termination specified in a notice and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by Employer the applicable program or plan. The term "good cause" includes, but is not limited to any one or more of the following occurrences: 7.1. Employee, upon the occurrence 's breach of any of the following:covenants contained in this Agreement; i. Employee commits 7.2. Employee's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (excluding traffic violations and similar misdemeanors) involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; 7.3. Employee's commission of an act of theft, fraud, dishonestywhether prior or subsequent to the date hereof upon Employer or the Companies or any of their subsidiaries, falsification ventures or affiliates; 7.4. Employee's willful failure or refusal to perform his duties as required by this Agreement, provided that, the termination of Employee's employment pursuant to this Section 8.4. shall not constitute valid termination for good cause unless Employee shall first have received written notice from the President or stating with specificity the nature of such failure or refusal in the performance of duties and affording Employee at least fifteen (15) days to correct the act or omission complained of; 7.5. Gross negligence, theft of Employer’s records's property, improper disclosure material violation by Employee of Employer’s confidential any duty of loyalty to Employer or proprietary informationany other material misconduct on the part of Employee; or 7.6. Material violation of any employee policy manual, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employereffect at that time, including, but not limited towithout limitation, Employer’s policy regarding workplace harassmentthe receipt of any kickback or side payment from any customer, discriminationservice provider, confidentiality of information, attendance, insubordination, supplier or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyvendor.

Termination for Cause. This Agreement A. Either party shall give the other ninety days prior written notice of termination of this agreement based on clauses XII paragraphs D.1, and D.3 below, and thirty days prior written notice of termination for cause of this agreement based on clause ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇, ▇.▇, ▇.▇ and D.6 below. B. In the event of termination for cause on ninety days notice by MASIMO, this agreement shall terminate immediately upon the expiration of said ninety days provided that MASIMO is current in payment of all invoices to IVEMSA; the termination shall be terminated and effective immediately upon the employment relationship between Employee and Employer 91st day or immediately thereafter upon payment of all invoices that are outstanding on the 90th day. In the event some invoices are in dispute on the 90th day, the termination shall be severed as effective on the 91st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the date disputed invoices has been given prior thereto and all non -disputed invoices have been paid. C. In the event of termination specified by MASIMO for cause on thirty days notice, this agreement shall terminate as provided, however, such termination shall be subject to the condition that MASIMO is current in a payment of all invoices to IVEMSA, and any and all additional monies due hereunder. In any such event, MASIMO shall have the right to give NEMSA notice of termination of this agreement as provided without any responsibility, liability or obligation on the part of MASIMO for the remaining term of this agreement, nor for the payment of rent, except for labor obligations that deal with severance provisions under Mexican law. The termination for cause on thirty days notice, shall be effective immediately upon the 31st day or immediately thereafter upon payment of all invoices that are outstanding on the 30th day. In the event some invoices are in dispute on the 30th day, the termination shall be effective on the 31st day notwithstanding those outstanding invoices provided written notice by Employer MASIMO to Employee, upon the occurrence of any IVEMSA of the following:disputed invoices has been given prior thereto and all non -disputed invoices have been paid. i. Employee commits an act D. Causes for termination of theft, fraud, dishonesty, falsification this agreement are as follows: • ONE PARTY’S DEFAULT 1. Either party fails to perform any material provision of Employer’s records, improper disclosure this agreement and fails to cure such default in performance within a thirty day period of Employer’s confidential or proprietary informationtime following its receipt of notice from the other party specifying such a default exists. 2. If either party becomes insolvent, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, makes an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or assignment for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent creditors, or is adjudicated as bankrupt, whether involuntary bankrupt in any voluntary or involuntary proceedingsbankruptcy proceeding, this agreement will be terminated thirty days from receipt of insolvency notice. 3. Either party is delinquent in the fulfillment of its normal business obligations such as payment of taxes, labor or has civil obligations to the extent that such obligations represent a receiver, trustee or other person or persons appointed by any court real and present danger to take charge the interest of the Employer’s assets; orother party, and if such delinquency is not cured within thirty calendar days of notice given by the non—delinquent party. • MAYOR FORCE viii4. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in In the event of any act of the United States or Mexican authorities, whether administrative, executive or judicial, which may effect a “significant or material change in the Maquiladora Program, or result in the appropriation, forcible purchase or surrender in any other manner, of the assets of the business of IVEMSA or MASIMO, or may otherwise result in the prevention of IVEMSA or its Mexican subsidiary from doing business in Mexico. 5. Theft of MASIMO’s equipment, materials and/or inventories under the custody and/or control of IVEMSA provided such theft is substantial and/or continuous. Substantial and/or continuous theft, for cause” discharge and Employer purpose of this provision, shall pay Employee only for be defined as thefts cumulatively totaling U.S. $20,000.00 (Twenty thousand dollars U.S. currency) in value during any consecutive twelve months period. 6. Political an/or civil unrest or commotion, strikes, walkouts, riots, vandalism, malicious, mischief, if these prevent the efficient production of process in the plant or seriously affect employer/employee relations. E. In the event that any provision, term or condition of this agreement is in conflict with any law, rule, regulation, or guideline of the government of the United States or Mexico, or any state or political subdivision of either, or of any department or agency of either, or is in conflict with any judgment, whether by good faith consent or otherwise, of any court of the United States of Mexico, or if either party has received notification of any proposed official action by any such period of Employee’s active full-time employment government, agency, department, or court with respect to any such conflict, then, in such event, either party hereto may propose to the date of termination. Upon termination pursuant other, appropriate modifications to this sectionagreement in order to cure or avoid such conflict or the effect thereof, Employee and if agreement regarding such modification can not be reached within forty -five days from the making of such proposal, the parties agree to submit this dispute to arbitration under the rules of the American Arbitration Association as provided below. In the event described before, the remaining provisions shall be paid when due in all legal forces and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), shall not be at any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlytime considered as null.

Termination for Cause. This Agreement shall be terminated and Buyer may terminate this Order, or any part hereof, for cause, in the employment relationship between Employee and Employer shall be severed as event of the date of termination specified in a notice any (a) default by Employer Vendor or if Vendor fails to Employee, upon the occurrence of comply with any of the following: i. Employee commits an act terms and conditions of theftthis Order; or (b) Vendor defaults on a material debt obligation, fraudbecomes insolvent, dishonestyfiles a voluntary petition in bankruptcy, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiverreceiver or trustee appointed for a substantial part of any of its property; or (c) Vendor makes a material liquidation of assets, trustee or other person reorganization or persons appointed insolvency proceedings are commenced by any court to take charge of or against Vendor; then Buyer shall have the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to terminate this Order. Vendor shall have 10 days to submit an acceptable plan to cure such default to Buyer (unless the default is due to a material threat to health, safety or the environment), and such an event of default must be corrected within 45 days, unless a shorter period of time is required by a customer contract to resolve such a default, in which case the more stringent requirements regarding timing shall prevail. Notwithstanding the foregoing, in the event that the default is a health, safety or environmental default, then such default must be cured within 48 hours and/or Buyer shall have the right to terminate this Order, in whole or in part, effective immediately upon delivery of a written termination notice. Late deliveries, deliveries of products which are defective or severance payment in which do not conform to this Order, and failure to provide Buyer upon request reasonable assurances of future performance, will allow Buyer to terminate this Order for cause. In the event of a “termination for cause” discharge , Buyer will not be liable to Vendor for any amount, and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee Vendor shall be paid when due liable to Buyer for all direct costs, losses, and damages arising from Vendor’s failure to perform or comply with the terms of this Order, in accordance with Employer’s general payroll practices addition to any and relevant policiesall rights and remedies provided by this Order or by law. If it is determined by a court of competent jurisdiction, all accrued salarythat Buyer improperly terminated this Order for cause, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is such termination shall be deemed a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyfor convenience.

Termination for Cause. This Notwithstanding anything contained in this Agreement to the contrary, the Company shall be terminated and have the right to immediately terminate the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, Executive upon the occurrence of any of the following:following events (which events shall constitute “Cause” for termination): i. Employee commits an act (a) Executive shall intentionally commit a material and substantial breach or violation of theftany of Executive’s covenants under this Agreement, fraud, dishonesty, falsification which breach continues for a period of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetenceten (10) days following notice thereof from the Company; ii. Employee materially breaches this Agreement (b) Executive shall fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or violates any workplace policy mental illness, including care required for physical or mental illness of EmployerExecutive’s immediate family) which failure has continued for at least fifteen (15) days following receipt by Executive of written notice specifying the failure to substantially perform; or (c) Executive commits, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty tonolo contendere to a crime involving dishonest conduct, a felonymoral turpitude or relating directly to his duties as an employee of the Company. (d) Executive shall violate or refuse to obey the lawful and reasonable written instructions of the Chief Executive Officer, an act involving moral turpitudeother supervising officer or the Board of the Company, provided that such instructions are not in violation of this Agreement or a misdemeanor where imprisonment is imposedviolate any local, state and/or federal laws or regulations; iv. Employee fails (e) Executive shall become disabled during the Term (Executive shall be deemed to devote full time or effort be disabled if the Executive is eligible to receive disability benefits under any long-term disability plan the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitorCompany may then have in effect, potential competitoror, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages if no such plan is then in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment effect, Executive shall be deemed to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer be disabled if Executive is unable to continue operations perform the essential functions of his position with the Company, with reasonable accommodation, by reason of a physical or mental infirmity, for reasons outside and beyond its controla period of ninety (90) consecutive days within any 180-day period), or if Executive shall die during the Term of this Agreement. Employee If the employment of Executive is terminated pursuant to this Section 4.1, such termination shall forfeit any right be effective upon the delivery of notice thereof to a termination or severance payment Executive, except in the event of a “for cause” discharge the death of Executive, in which case termination shall be effective immediately upon death, and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this sectionsubsection 4.1(a) or (b) under circumstances in which Executive is entitled to notice of breach (or failure) and an opportunity to cure, Employee in which case termination shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (effective immediately after the notice period if Executive fails to cure the breach or failure to the extent earned), any benefits under any reasonable satisfaction of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyCompany.

Termination for Cause. This Agreement shall may be terminated and for Cause as hereinafter defined. “Cause” shall mean: (i) the employment relationship between Employee and Employer Executive’s death; (ii) the Executive’s Permanent Disability, which shall be severed mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the date Employer; (iv) the Executive being found guilty of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits felony or an act of theftdishonesty in connection with the performance of his duties as an officer of the Employer, fraudor which disqualifies the Executive from serving as an officer or director of the Employer, dishonesty, falsification the Company or any one of the Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s recordspolicies or procedures or directives of the Board and that have a material financial adverse effect on the Employer, improper disclosure the Company or any one of Employer’s confidential the Subsidiaries; or proprietary information(vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or engages in a course of conduct amounting any other applicable state or federal law. The Executive shall be entitled to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge at least thirty (30) days’ prior written notice of the Employer’s assets; or viiiintention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such termination and shall be provided a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in In the event of a “for cause” discharge dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall pay Employee only choose a physician who together will choose a third physician to make a final determination thereof. If the Executive’s employment is terminated for such period of Employee’s active full-time employment to the date of termination. Upon termination Cause pursuant to this sectionSection, Employee then the Employer shall only be paid when due required to pay the Executive such Base Salary as shall have accrued through the effective date of such termination and in accordance with neither the Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (the Company nor any of the Subsidiaries shall have any further obligations to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyExecutive.

Termination for Cause. This The Company may terminate the Executive's employment immediately for Cause for any of the following reasons: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting or intended to re- ▇▇▇▇ directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense of the Company or any of its subsidiaries; (ii) a willful material breach by the Executive of her duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; (iii) the Executive's conviction of a felony or any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or (v) a material breach by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive's employment for Cause by giving the Executive written notice of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be terminated entitled to receive only (i) her base salary pursuant to Section 3.1 earned through the date of such termination of employment plus her base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the employment relationship between Employee and Employer shall be severed extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination specified in a notice by Employer of employment, such compensation and benefits to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices at the normal time for payment of such compensation and relevant policies, all accrued salary, bonuses benefits and (to the extent earned), iii) any benefits reimbursement amounts owing under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlySection 4.

Termination for Cause. This Agreement The Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this paragraph 5, the Executive shall be considered terminated and for "CAUSE" if he is discharged by the employment relationship between Employee and Employer shall be severed as Corporation on account of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any one or more of the followingfollowing events: i. Employee (i) the Executive becomes addicted to drugs or alcohol; (ii) the Executive discloses confidential information in violation of paragraph 4(a) or engages in competition in violation of paragraph 4(b) to the detriment of the Corporation and/or Thane; (iii) the Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the Corporation; (iv) the Executive is convicted of a felony crime (other than a felony resulting from a minor traffic violation); (v) the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of thirty (30) days after such notice to cure such misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any event of willful misconduct to the extent that, in the reasonable judgment of the Board, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) the Executive commits an act of theftfraud against the Corporation and/or Thane, fraud, dishonesty, falsification violates a duty of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting loyalty to gross incompetence; ii. Employee materially breaches this Agreement the Corporation and/or Thane as defined under Florida law or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyparagraph 2.

Termination for Cause. This Notwithstanding the preceding paragraph (a) of this Section 10, in the event that BNY Mellon or the Investment Advisor (as applicable, a “Defaulting Party”), shall fail in any material respect to perform its duties and obligations hereunder pursuant to the applicable standard of care set forth herein (including, in the case of BNY Mellon, through persistent non-material failures to perform its duties or obligations hereunder or the persistent failure to meet key performance indicators pursuant to Section 6 of this Agreement), the other party (the “Other Party”) shall have given written notice thereof to the Defaulting Party, and such material failure shall not have been remedied to the reasonable satisfaction of the Other Party within thirty (30) days after such written notice is received, then, as applicable, the Investment Advisor may terminate this Agreement shall by providing thirty (30) days written notice of such termination to BNY Mellon, or BNY Mellon may terminate this Agreement by providing one hundred twenty (120) days written notice of such termination to the Investment Advisor. In addition, notwithstanding the preceding sentence, this Agreement may be terminated and by the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment Investment Advisor (i) immediately in the event of an appointment of a “conservator or receiver for cause” discharge and Employer shall pay Employee only BNY Mellon or any parent of BNY Mellon by a regulatory agency or court of competent jurisdiction or, (ii) by providing thirty (30) days written notice of such termination to BNY Mellon in the event that BNY Mellon is indicted for a crime, commences any bankruptcy or insolvency proceeding or has such period a proceeding initiated against it which is not dismissed within sixty (60) days, or suffers any other material adverse change in its condition, operations or professional reputation that is determined by the Investment Advisor in its reasonable discretion to threaten the continuing performance of Employee’s active full-time employment to services hereunder or the date reputation of terminationthe Investment Advisor. Upon termination of the Agreement pursuant to this section, Employee paragraph (b) the Investment Advisor shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all pay to BNY Mellon such compensation as shall have accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the effective date of termination onlysuch termination.

Termination for Cause. This Agreement shall be terminated and the employment relationship between The Board may terminate Executive for cause immediately, without notice, if Company reasonably concludes that Employee and Employer shall be severed as has committed fraud, theft, embezzlement, misappropriation of the date of termination specified in a notice by Employer to EmployeeCompany funds or other property, upon the occurrence of or any felony. The Board may also terminate Executive for cause for any of the following: i. Employee commits an act (a) Breach by Executive of theft, fraud, dishonesty, falsification any material provision of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetencethis Agreement; ii. Employee materially breaches this Agreement (b) Violation by Executive of any statutory or violates any workplace policy common law duty of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails loyalty to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsCompany; or viii(c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. Employer is unable The Board may terminate this Agreement for cause by giving written notice of termination to continue operations Executive, provided, however, if the Board declares Executive to be in default of this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, the Board shall deliver a written demand for reasons outside substantial performance of such duties and beyond its controlresponsibilities to Executive. Employee Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall forfeit any right have a period of 30 days to a correct the deficient performance. Upon termination or severance payment in the event of a “for cause” discharge , the obligations of Executive and Employer Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this paragraph, Company shall pay Employee only for such period to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of Employeeunused paid time off through the effective date of the termination; (ii) Executive’s active full-time employment accrued but unpaid Annual Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Upon termination pursuant Executive shall not be entitled to this section, Employee shall be paid when due and continue to participate in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (any employee benefit plans except to the extent earned)provided in such plans for terminated participants, any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred or as may be required by Employee in connection with his duties hereunder, all to the date of termination onlyapplicable law.

Termination for Cause. This The following events, which for purposes of this Agreement shall constitute "cause" for termination with the majority vote of the Board: (1) The willful breach by Employee of any provision of Sections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Employee with respect to any aspect of Employer's business or under circumstances that reflect adversely on Employer in the public eye, in each case in the Board's sole and exclusive determination, shall be terminated cause for immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights. (2) The willful breach by Employee of Section 2 hereof (including but not limited to a refusal to follow lawful directives of the Board) after notice to Employee of the details thereof and a period of 10 days thereafter within which to cure such breach and the employment relationship between failure of Employee to cure such breach to the Board's satisfaction within such 10 day period; (3) The use of illegal drugs by Employee during the term of this Agreement that, in the sole and exclusive determination of the Board, interferes with Employee's performance of his duties hereunder or under circumstances that reflect adversely on Employer in the public eye; (4) The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Employee is bankrupt; (5) The commencement of involuntary proceedings against Employee for bankruptcy or appointment of a receiver because of insolvency; (6) If the Employer determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. (7) If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Employer such that it would be in the Employer's best interests, in its sole discretion, to terminate its business relations with Employee. (8) The dissolution of Employer's corporate status; (9) Employee is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; (10) Failure of performance by Employee that is repeated or continued after 30 day written notice to Employee of such failure and that is determined by the Board to be injurious to the business or interests of Employer and which failure is not cured by Employee within such 30 day period in the Board's sole determination. Any notice of discharge shall describe with reasonable specificity the cause or causes for the termination of Employee's employment, as well as the effective date of the termination (which effective date may be severed as of the date of termination specified in a notice by such notice). If Employer to terminates Employee, upon the occurrence of 's employment for any of the following: i. Employee commits an act of theftreasons set forth above, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to have no further obligations hereunder from and after the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the effective date of termination only(other than as set forth below).

Termination for Cause. This Agreement shall The Company may terminate Employee’s employment at any time for cause (as defined below) with thirty (30) days written notice and opportunity to cure the violation. Such opportunity to cure will only be terminated and available if the employment relationship between Employee and Employer shall be severed as violation is contained in one of the date following paragraphs (contained below in this Subsection 6(b)): (iv), (viii), (ix), (x) (xi). If Employee’s employment is terminated pursuant to this Subsection 6(b), all of termination specified Employee’s rights and all of the Company’s obligations hereunder shall immediately terminate. As used in a notice by Employer to Employeethis section, upon the occurrence of “for cause” shall mean any of the following: i. Employee commits an act of (i) Willfully damaging the Company’s property, business, reputation or goodwill; (ii) Committing a felony; (iii) Death, theft, fraud, dishonesty, falsification fraud or embezzlement; (iv) Using alcohol, narcotics or other controlled substances to the extent that it prevents the Employee from efficiently performing services for the Company; (v) Willfully injuring any other employee of Employer’s records, improper disclosure the Company; (vi) Willfully injuring any person in the course of Employer’s performance of services for the Company; (vii) Disclosing to a competitor or other unauthorized persons confidential or proprietary information, information or engages in a course secrets of conduct amounting to gross incompetencethe Company; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits (viii) Soliciting business on behalf of a competitor, competitor or a potential competitor; (ix) Sexually harassing any other employee of the Company or committing any act which otherwise creates an offensive work environment for other employees of the Company; (x) Failing to comply with any provision of the Company’s policy manual as it applies to Employee; or (xi) Breaching this Agreement. The Company shall not be limited to termination as a remedy for any improper or illegal act of Employee, but may also seek damages, injunction or such other remedy as it may deem appropriate under the circumstances. This shall include without limitation the option by the Company, in its sole and absolute discretion, to repurchase the Issued Stock, in whole or in part, for an amount of $.01 per share (the “Option to Repurchase”), immediately upon the termination of the Employee’s own benefit and against employment with the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment Company for cause, or the potential Employee’s resignation without Good Reason; provided, however, that the Issued Stock subject to the Option to Repurchase shall be reduced by 1/36 for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period each month of Employee’s active full-time completed employment to with the Company, beginning the date of terminationhereof and continuing hereafter. Upon the termination pursuant to this sectionof the Employee for cause, Employee shall be paid when due Employee’s obligations and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of EmployeeCompany’s rights under such plansSections 7, accrued vacation pay 8, 9, 10, 11 and any appropriate reimbursement 12 shall survive the termination of business expenses incurred by Employee in connection with his duties hereunder, all to the date this Agreement for a period of termination only.one (1) year

Termination for Cause. This At any time during the Employment Term, the Company shall have the right, exercisable by serving notice effective in accordance with its terms, to terminate the Executive's employment under this Agreement and discharge the Executive for Cause. If such right is exercised, then, subject to applicable law, the Company's obligation to the Executive shall be terminated limited to the payment of any unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the employment relationship between Employee effective date specified in the Company's notice of termination (which date shall not be retroactive). As used in this Section 5.2 and Employer elsewhere in this Agreement, the term "Cause" shall be severed as mean that (i) there shall have been a material breach by Executive of the date terms of termination specified in this Agreement which either is not susceptible of cure or which is not cured within a period of ten (10) days after notice thereof, and which shall include, without limitation, the willful and continued failure or refusal by Employer Executive to Employeeperform the material duties for which he is employed or which are assigned to him hereunder or chronic absenteeism; (ii) the Executive has knowingly, upon willfully and persistently failed or refused to follow the occurrence reasonable policies and directives established by the Board of any Directors or executive officers of the following: i. Employee commits an act Company senior to the Executive; (iii) the Executive has wrongfully misappropriated money or other assets or properties of theft, fraud, dishonesty, falsification the Company or any subsidiary or affiliate of Employer’s records, improper disclosure of Employer’s confidential or proprietary informationthe Company, or engages in a course has committed fraud; (iv) the Executive has been convicted of conduct amounting or plead "nolo contendere" to gross incompetence; ii. Employee materially breaches this Agreement any felony; or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, (v) the Executive's alcoholism or drug free workplace; iiiaddiction, unless Executive agrees to seek treatment from a treatment program approved by the Company and promptly commences and completes the program. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business The determination on behalf of the Company as to whether "cause" exists shall be made by a competitor, potential competitor, or for the Employee’s own benefit and against the interests majority vote of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge Company's Board of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyDirectors.

Termination for Cause. This Agreement shall be terminated and Company may terminate Executive’s employment pursuant to the employment relationship between Employee and Employer shall be severed as terms of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates at any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed cause by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination pursuant for cause, Executive shall have no right to compensation, bonus or reimbursement under Section 5. For purposes of this sectionSection 7.02, Employee “cause” shall mean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the business of Company or could otherwise reasonably be paid when due and expected to have a material adverse effect on Company’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 9 or Section 10; (v) Executive’s repeated refusal to act in accordance with the reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements of Section 9 of this Agreement shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all to appeals permissible under the date applicable rules of termination onlyprocedure or statute have been determined and no further appeals are permissible.

Termination for Cause. This The Company may terminate your employment and this Agreement shall for Cause upon written notice following its determination that you have committed any of the following acts (“Termination for Cause”): (A) conviction of or a guilty/no contest plea to a felony or a crime involving moral turpitude, the nature and circumstances of which are determined in the Company’s discretion to disqualify you from continued employment with Company; (B) fraud; (C) embezzlement or other misappropriation of funds; (D) material misrepresentation with respect to the Company; (E) substantial and/or repeated failure to perform duties; (F) gross negligence or willful misconduct in the performance of duties; (G) commission of any act or involvement in any situation, or occurrence, whether before or during the Term, or which brings (or if made public, would reasonably be terminated expected to bring) you or the Company into widespread public disrepute, contempt, scandal or ridicule, or which justifiably shocks, insults or offends a significant portion of the community, or your or the Company being subject to publicity for any such conduct or involvement in such conduct; (H) material violation of the Employee Handbook, the Code of Conduct or any other written Company policy; or (I) material breach of this Agreement. Prior to any Termination for Cause, the Company will provide you with notice setting forth the reasons that Cause exists, in which case you will have an opportunity to cure, provided a cure is reasonably possible and timely effected, to the employment relationship between Employee Company’s satisfaction and Employer shall is not a matter that was the general subject matter of an earlier cure notice given to you. It is expressly understood that the Company’s ability to effect a Termination for Cause is not an exclusive remedy, and further that nothing in this Agreement prevents the Company from obtaining any and all appropriate remedies for any injury that arises out of or is related to any breach of this Agreement. In the event of your Termination for Cause, you will be severed as entitled to payment of any accrued but unpaid Base Salary due to you through the date of termination specified in a notice by Employer to Employee, upon the occurrence of (payable no later than thirty (30) days after such termination); any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, includingaccrued, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (unpaid vacation to the extent earned)required by Company policy or law; accrued, any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of but unreimbursed business expenses incurred (payable as provided in paragraph 4(b) above); and other unpaid amounts, if any, then due to you under Company benefit plans or programs, which will be payable as provided by Employee in connection with his duties hereunderthe terms and conditions of such plans (collectively, all to the date of termination only“Accrued Amounts”).

Termination for Cause. This Agreement Myomo shall be terminated entitled to terminate this Agreement and Executive’s employment immediately and without notice for “Cause”. Termination for “Cause” shall mean termination based upon: (i) the employment relationship between Employee and Employer shall be severed as failure by Executive to follow directions of the date Board of termination specified Directors in a notice the handling of material matters which are consistent with Executive’s position; (ii) the willful or continued engagement by Employer Executive in conduct which is materially injurious to EmployeeMyomo, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential monetarily or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employerotherwise, including, but not limited to, Employerthe disclosure by Executive of Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s policy regarding workplace harassmentresponsibilities set forth in Paragraph 2(b), discriminationbreach by Executive of his fiduciary duties to Myomo, confidentiality violation by Executive of informationany restrictive covenant, attendanceincluding covenants not to compete, insubordinationto solicit Myomo’s clients or employees or disparage Myomo or their officers, employees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s use, sale or possession of illegal substances, or drug free workplace; iii. habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the Employee is convicted of, Handbook; (vi) a material breach by Executive of this Agreement; or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee(vii) Executive’s duties of willful absence from his employment or willful failure or refusal to perform or gross neglect in the performance of his duties or responsibilities hereunder. Where reasonable, prior to termination under subparagraphs (i) or (v) above, Myomo will provide Executive with written notice of any action act or omission of Employee which it believes constitutes negligent performance of Cause for termination, including stating the Employee’s duties; v. Employee solicits business on behalf of a competitorreasons for such belief, potential competitor, or for and Executive shall have thirty (30) days to cure and/or to present his position regarding the Employee’s own benefit and against the interests of the Employer; vimatter. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in In the event of termination of Executive by Myomo for Cause, Myomo shall have no obligation to pay Executive anything other than any salary earned to date and to provide him with any benefit continuation rights as required by law. A termination for Cause will be effective upon Myomo’s delivery to Executive of a “written notice advising him of his termination, provided that a termination for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses Cause under subparagraphs (to the extent earnedi) or (v), any benefits under any in circumstances where thirty (30) calendar days advance written notice has been given, will be effective on the thirty first (31st) calendar day after Executive’s receipt of Employersaid notice if the conduct constituting Cause has not, in the Company’s plans under which Employee is a participant to the full extent of Employee’s rights under such plansopinion, accrued vacation pay and any appropriate reimbursement of business expenses incurred been corrected by Employee in connection with his duties hereunder, all to the date of termination onlyExecutive.

Termination for Cause. This Agreement can be terminated on any of the grounds and in the following manner: 20.1 Performance based termination: Any franchisee inducted in past six months will not be considered for this exercise. All such franchisees will be given 30 days notice to wind up operations. However monthly review for the franchisees who have been served a Notice of Termination will happen for next month as per the process outlined above and any monetary penalties will still be applicable on non-performance. Circles must complete the process of appointing new franchisee and hand-over arrangements within 90 days. Franchisees who are terminated will not be eligible to bid for franchisee EOI for that territory for the next two years. Circle/SSA may use look-after arrangement in these vacant territories. 20.2 Without prejudice to any other provision for termination in this agreement, BSNL shall be terminated and entitled to forthwith terminate this agreement, without any liability to BSNL, by providing notice in writing to the employment relationship between Employee and Employer shall be severed as franchisee of the date of termination specified in a notice by Employer to Employee, this agreement upon the occurrence of any of the following:following events:- If the franchisee commits any breach, of any of the terms and conditions of this agreement and in case such breach is capable of being remedied, the franchisee fails to remedy the same within thirty(30) days after receipt of a notice in writing from BSNL giving full particulars of the breach and requiring it to be remedied, or If the franchisee commits any breach, of any of the terms and conditions of this agreement and if such breach is not capable of being remedied, or If the franchisee is found involved in fraud or other illegal or unethical activities in relation to any subject matter associated with this agreement. i. Employee 20.3 BSNL may also terminate this agreement for any other reason at any time during the term of this agreement by delivering not less than 30 days’ prior written notice of such termination to the Franchisee. 20.4 If either party suffers distress or execution or commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential bankruptcy or proprietary information, insolvency or engages in put into liquidation (otherwise than solely for amalgamation or restriction) or if a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates receiver is appointed over any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance part of the Employeeparty’s duties;business then the other party shall have a right to terminate this agreement by written notice forthwith. v. Employee solicits 20.5 In case the Franchisee parts with its business on behalf including its assets in favour of any 3rd party directly or indirectly, BSNL will have a competitor, potential competitor, or for the Employee’s own benefit and against the interests right to terminate this agreement forthwith. The exercising of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or right of cancellation / termination shall not have the potential for embarrassment effect of waiving any damages to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall which BSNL might otherwise be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyentitled to.

Termination for Cause. This Agreement The Company may terminate Employee's employment for "cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, the term "cause" shall be terminated limited to (i) non-appealable conviction of a felony or of any crime involving fraud or misrepresentation that adversely affects the Company's reputation in a material way; (ii) Employee's gross negligence or willful misconduct which is materially injurious to the Company, (iii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties and the employment relationship between continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Agreement with written notice thereof, and Employer an appropriate period to cure such breach if such breach is curable. For purposes of this section, no act or failure to act on Employee's part shall be severed as considered "gross' or "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding any term or provision of this Agreement to the contrary, termination shall not be considered for cause if the termination resulted from bad judgment or negligence on the part of Employee or an act or omission which Employee believed at the time to be in good faith and in the interests of the Company, or not opposed to such interests. Company shall pay Employee his full Base Salary and benefits through the date of termination specified in a notice by Employer at the then current rate (including any applicable pro rated bonus and accrued vacation pay). Company shall have no other liabilities or obligations to Employee. All stock options, upon if any, which have become vested and exercisable on or before the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit termination date shall remain vested and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only exercisable for such period of time as specified in Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned's stock option agreement(s), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This The Company may terminate the Executive’s employment hereunder at any time for “Cause” (as hereinafter defined) immediately upon written notice to the Executive. Such written notice shall set forth with reasonable specificity the Company’s basis for such termination. For purposes of this Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as for purposes of the date LLC Agreement, “Cause” for the Executive’s termination will exist at any time after the happening of termination specified in a notice by Employer to Employee, upon the occurrence of any one or more of the followingfollowing events, in each case as determined in good faith by the Company’s Board: i. Employee commits an act (a) Executive’s — (i) willful misconduct or gross negligence in the performance of thefthis duties hereunder which is not remedied (if remediable) within thirty (30) business days after written notice from the Company’s Board, fraudwhich written notice shall state that failure to remedy such conduct may result in termination for Cause, dishonesty, falsification or (ii) willful refusal to comply in any material respect with the legal directives of Employerthe Company’s records, improper disclosure of EmployerBoard so long as such directives are not inconsistent with the Executive’s confidential or proprietary informationposition and duties, or engages in a course material breach of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace written Company policy of Employerwhich if not remedied (if remediable) within 30 business days after written notice from the Company’s Board, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplacewhich written notice shall state that failure to remedy such conduct may result in termination for Cause; iii. Employee is convicted of(b) Executive’s deliberate attempt to do injury to the Company; (c) Executive’s commission of any act of fraud, willful misrepresentation, misappropriation, embezzlement or pleads guilty to, a felony, an any act of similar gravity involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails (d) Executive’s abuse of controlled substances or alcohol which materially impairs the goodwill or business of the Company or causes material damage to devote full time its property, goodwill or effort business or impairs Executive’s fulfillment of his responsibilities to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsCompany; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event (e) Executive’s commission of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment felony that is reasonably likely to cause material harm to the date standing and reputation of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyCompany.

Termination for Cause. This Agreement Studio shall be terminated and have the employment relationship between Employee and Employer right to terminate the Employment Term at any time for cause. As used herein, the term “cause” shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence mean (a) misappropriation of any material funds or property of Studio or any of its related companies; (b) failure to obey reasonable and material orders given by the following: i. Employee commits an act Chief Financial Officer of theft, fraud, dishonesty, falsification Studio or by the Board; (c) any material breach of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement by you; (d) conviction of or violates any workplace policy entry of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality a plea of information, attendance, insubordination, guilty or drug free workplace; iii. Employee is convicted of, nolo contendre to a felony or pleads guilty to, a felony, an act crime involving moral turpitude; (e) any willful act, or a misdemeanor where imprisonment is imposed; iv. Employee fails failure to devote full time or effort act, by you in bad faith to the Employee’s duties material detriment of employment Studio; or any action (f) material non-compliance with established Studio policies and guidelines (after which you have been informed in writing of such policies and guidelines and you have failed to cure such non-compliance); provided that in each such case (other than (a) or omission of Employee which constitutes negligent performance (d) or a willful failure in (b) or repeated breaches, failures or acts of the Employee’s duties; v. Employee solicits business on behalf same type or nature) prompt written notice of a competitor, potential competitor, or for such cause is given to you by specifying in reasonable detail the Employee’s own benefit facts giving rise thereto and against the interests that continuation thereof will result in termination of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or Employment Term, and such cause is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed not cured within ten (10) business days after receipt by any court to take charge you of the Employer’s assets; or viiifirst such notice. Employer If the Employment Term is unable terminated as set forth in this Paragraph 11, then payment of the specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to continue operations for reasons outside and beyond its control. Employee your termination) theretofore earned by you shall forfeit any right to a termination or severance be payment in full of all compensation payable hereunder. If Studio terminated the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination Employment Term pursuant to this sectionParagraph 11, Employee then you shall be immediately reimburse Studio for all paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlybut unearned sums.

Termination for Cause. This Agreement shall be terminated The Company may terminate Executive's employment for “Cause” if Executive: (i) is convicted of or pleads nolo contendre to a felony (or its equivalent under applicable state law); (ii) commits fraud or a material act or omission involving dishonesty with respect to the Company or any of its respective employees, customers or affiliates; (iii) willfully and repeatedly fails or refuses to carry out the material responsibilities of Executive's employment relationship between Employee and Employer shall be severed as by the Company (except where due to physical or mental incapacity); (iv) engages in willful misconduct or a pattern of behavior which in either case has had or is reasonably likely to have a significant adverse effect on the Company; (v) willfully engages in any act or omission which is in material violation of the date of termination specified in a notice by Employer to EmployeeCompany’s policy, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or (vi) commits a material breach of Executive's material obligations under this Agreement, including but not limited to Section 8. A decision to terminate the Executive's employment for Cause shall be made, if at all, by the CEO, after consultation with the Board, upon reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard by the CEO, and the CEO finding that, in his good faith opinion, Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the act or omission giving rise to the termination for Cause is curable by Executive, the Company will provide thirty (30) days’ written notice to Executive of the Company’s intent to terminate the Executive for Cause, with an explanation of the reason(s) for the termination for Cause and, if Executive cures the act or omission within the 30-day notice period, the Company will rescind the notice of termination and Executive's employment will not be terminated for Cause at the end of the 30-day notice period. If Executive has previously been afforded the opportunity to cure particular behavior and successfully cured under this provision, the Company will have no obligation to provide Executive with notice and an opportunity to cure a recurrence of that behavior prior to a termination for Cause. For purposes of this Section 5(A), an action or inaction shall not be treated as “willful misconduct” if authorized by the CEO or the Board, or taken by Executive in the good faith belief that it was in, or not opposed to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the best interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyCompany.

Termination for Cause. This If this Agreement is terminated by the Corporation for Cause (as defined herein), this Agreement shall be terminated cease and the employment relationship between Employee and Employer shall be severed terminate as of the date of termination specified in of Employee. “Cause” shall be defined as (i) commission of a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an willful act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages dishonesty in a the course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties hereunder; (ii) conviction by a court of employment competent jurisdiction of a crime constituting a felony or conviction with respect to any action act involving fraud or omission of Employee which constitutes negligent performance of the dishonesty; (iii) Employee’s duties; v. continued, habitual intoxication or performance under the influence of controlled substances during working hours, after the Corporation shall have provided written notice to Employee solicits business on behalf and given Employee ten (10) days within which to commence rehabilitation with respect thereto, and Employee shall have failed to promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of a competitor, potential competitor, incapacity or for disability) absenteeism which shall not have been cured within thirty (30) days after the Corporation shall have advised Employee in writing of its intention to terminate Employee’s own benefit and against employment in accordance with the interests provisions of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment this subsection in the event such condition shall not have been cured; or (v) Employee’s willful and continued personal misconduct, action, inaction, inability or refusal to perform the duties and responsibilities described in this Agreement and any Exhibits hereto, if (A) the Corporation shall have given Employee prior written notice of the reason therefor and (B) a period of thirty (30) days following receipt by Employee of such notice shall have lapsed and the matters which constitute or give rise to such Cause shall not have been cured or eliminated by Employee; provided, however, that if such matters are of a “for cause” discharge and Employer shall pay Employee only for nature that same cannot be cured or eliminated within such thirty (30) day period, such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, shall be extended for so long as Employee shall be paid when due endeavoring diligently and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (good faith to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under cure or eliminate such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlymatters.

Termination for Cause. This The Company may at any time terminate the Executive's employment hereunder for cause. For purposes of this Agreement and subject to the Executive's opportunity to cure to the extent provided in Section 4.c. hereof, the Company shall have "cause" to terminate the Executive's employment hereunder if such termination shall be terminated the result of: (1) Fraud in connection with the Executive's performance hereunder; (2) Dishonesty in connection with the Executive's performance hereunder except to the extent the Executive proves such dishonesty was both unintentional and covered only a matter which was de minimis; (3) The failure by the employment relationship between Employee and Employer shall be severed as Executive to perform his material duties hereunder or any other material breach by Executive of this Agreement; (4) The failure by the Executive to follow, in a material manner, the lawful directions of or policies established by the Board of Directors or the Chief Executive Officer of the date of termination specified in a notice by Employer to Employee, upon Company unless the occurrence of any tasks are of the following:type which could not reasonably be required of Executive pursuant to this Agreement; i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information(5) The conviction for, or engages in a course plea of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty nolo contendere to, a felony, an act charge of commission of a felony or crime involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails (6) The Executive's performance of any services under this Agreement while under the influence of drugs, alcohol or any controlled substance except, with respect to devote full time or effort controlled substances only, to the Employeeextent Executive proves (a) taking any controlled substance was prescribed by a medical doctor to treat a medical problem, (b) such controlled substance was used only in accordance with said doctor’s duties instructions, and (c) taking such controlled substance does not and did not adversely affect Executive’s job performance during more than a de minimis period of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetstime; or viii(7) The Executive acting in a manner, which damages or could reasonably be expected to damage the business or reputation of the Company. Employer is unable to continue operations The parties agree that each of the foregoing breaches, events, crimes, behaviors, acts, inactions or occurrences constitutes independent grounds for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period the failure of Employee’s active full-time employment any breach, event, crime, behavior, act, inaction or occurrence to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits constitute “cause” under any paragraph of Employer’s plans this Section 4.a. shall not prevent that same breach, event, crime, behavior, act, inaction or occurrence from constituting “cause” under which Employee is a participant to the full extent different paragraph of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlythis Section 4.a.

Termination for Cause. This (i) The Company shall have the right to terminate Executive’s employment with the Company at any time for “Cause”, which shall include, but is not limited to, the following: (A) Executive is convicted of or Executive pleads guilty or nolo contendere to, any felony, or Executive is convicted of, or Executive pleads guilty or nolo contendere to, any crime or offense (whether or not involving the Company or any of its affiliates) either (A) constituting a crime of moral turpitude that is punishable by imprisonment in a state or federal correction facility, or (B) involving acts of theft, fraud or embezzlement; (B) Executive’s misconduct that causes material harm to the Company’s business reputation, or commission of a material act of dishonesty involving the Company or its affiliates; (C) Material fraud with respect to the Company or any of its affiliates; (D) a material breach by Executive of his obligations under this Agreement shall or any other written agreement with the Company, which Executive fails to cure within 30 days after receipt of written notice of such breach; and (E) breach of the Company’s policies or procedures which causes, or could reasonably be terminated expected to cause, material harm to the Company or its affiliates, which Executive fails to cure within 30 days after receipt of written notice of such breach. (ii) If the Company terminates Executive’s employment for Cause at any time, then: (A) Executive will not be entitled to pay in lieu of notice or any other such compensation, and all compensation and benefits payable to Executive under this Agreement terminate on Executive’s date of termination, and (B) the employment relationship between Employee Company agrees to pay Executive the Base Salary and Employer shall be severed benefits under Section 4(a) and Section 4(e) that have accrued as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This Agreement The Company may terminate the Employee's employment for Cause if (i) the Employee willfully, substantially, and continually fails to perform the duties for which he is employed by the Company, (ii) the Employee willfully fails to comply with the reasonable instructions of the President and Chief Executive Officer of the Company, (iii) the Employee willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company, (iv) the Employee willfully engages in an act or acts of dishonesty resulting in material personal gain to the Employee at the expense of the Company, (v) the Employee is convicted of a felony, (vi) the Employee engages in an act or acts of gross malfeasance in connection with his employment hereunder, (vii) the Employee commits a material breach of the confidentiality provision set forth in Section 15, or (viii) the Employee exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Employee's employment for Cause by giving him written notice of termination at least 45 days before the date of such termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Employee's employment for Cause, the Employee shall be terminated entitled to receive (i) his base salary pursuant to Section 3.1 and any other compensation and benefits to the employment relationship between Employee and Employer shall be severed extent actually earned pursuant to this Agreement or any benefit plan or program of the Company as of the date of such termination specified in a notice by Employer to Employeeat the normal time for payment of such salary, upon compensation or benefits and (ii) any amounts owed under the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace reimbursement policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlySection 5.

Termination for Cause. This Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date Immediately following notice of termination specified in a notice for "Cause" (as defined below), specifying such Cause, given by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon Company (termination pursuant to this sectionSection 6.3 being referred to herein as termination for "Cause"). As used herein, Employee "Cause" means (i) termination based on Consulting Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be paid when due made by the Board of Directors of the Company after having first given thirty (30) days written notice to Consulting Executive of such determination, and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (afforded Consulting Executive the opportunity to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to be heard by the full extent Board of Employee’s rights under such plansDirectors. Notwithstanding any other provision in this Agreement, accrued vacation pay and any appropriate reimbursement if Consulting Executive is terminated pursuant to subsection (iii) of business expenses incurred by Employee in connection with this Section 6.3 for poor job performance, excluding refusal to perform his duties hereunderduties, all Consulting Executive shall have sixty (60) days to cure the date of behavior upon which the threatened termination onlyis based.

Termination for Cause. This The Company may terminate the term of employment, the Advisory Period (if any) and all of the Company's obligations under this Agreement, other than its obligations set forth below in this Section 4.1, for "cause" but only if the term of employment or any Advisory Period has not previously been terminated pursuant to any other provision of this Agreement. Termination by the Company for "cause" shall mean termination by action of the Company's Board of Directors, or a committee thereof, because of the Executive's conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised) or willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive's breach of any of the covenants provided for in Section 9. Such termination shall be terminated effected by written notice thereof delivered by the Company to the Executive and the employment relationship between Employee and Employer shall be severed effective as of the date of such notice; provided, however, that if (i) such termination specified in a notice by Employer to Employee, upon the occurrence of any is because of the following: i. Employee commits an act Executive's willful refusal without proper cause to perform any one or more of thefthis obligations under this Agreement, fraud(ii) such notice is the first such notice of termination for any reason delivered by the Company to the Executive under this Section 4.1, dishonestyand (iii) within 15 days following the date of such notice the Executive shall cease his refusal and shall use his best efforts to perform such obligations, falsification the termination shall not be effective. In the event of Employer’s recordssuch termination by the Company for cause, improper disclosure without prejudice to any other rights or remedies that the Company may have at law or in equity, the Company shall have no further obligations to the Executive other than (i) to pay Base Salary and make credits of Employer’s confidential or proprietary informationdeferred compensation as provided in Sections 3.1 and 3.3, or engages to pay Advisory Period compensation, if applicable, accrued through the effective date of termination, (ii) to pay any annual bonus pursuant to Section 3.2 to the Executive in a course respect of conduct amounting the calendar year prior to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employerthe calendar year in which such termination is effective, including, in the event such annual bonus has been determined but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality yet paid as of information, attendance, insubordination, or drug free workplace; the date of such termination and (iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails ) with respect to devote full time or effort any rights the Executive has in respect of amounts credited to the Employee’s duties of employment Trust Account or pursuant to any action insurance or omission of Employee which constitutes negligent performance other benefit plans or arrangements of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or Company maintained for the Employee’s own benefit and against the interests of the Employer; viits senior executives. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit The Executive hereby disclaims any right to receive a termination or severance payment in pro rata portion of the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment Executive's annual bonus with respect to the date year in which such termination occurs. The fourth sentence of termination. Upon Section 3.3 and the provisions of Sections 3.8, 8.2, 8.3 and 9 through 12 and Annex A shall survive any termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlySection 4.1.

Termination for Cause. This Employee’s employment may be terminated by Employer for “Good Cause”, as described below. Upon such termination, Employer’s obligation to compensate Employee under this Agreement shall be terminated and the employment relationship between Employee and in all respects cease, except that Employer shall be severed pay Employee, within thirty days of such termination (or sooner if required by law), any Accrued Compensation as of the date time of such termination specified in a notice and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by Employer the applicable program or plan. “Good Cause” includes, but is not limited to any one or more of the following occurrences: (a) Employee, upon the occurrence ’s breach of any of the following:covenants contained in this Agreement; i. Employee commits (b) Employee’s conviction or entry of a plea of guilty or nolo contendere for any crime involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; (c) Employee’s commission of an act of theft, fraud, dishonestywhether prior or subsequent to the date hereof, falsification upon any of Employerthe Companies or any customer of any of the Companies; (d) Employee’s recordswillful failure or refusal to perform his duties as required by this Agreement, improper disclosure provided that, the termination of EmployerEmployee’s confidential employment pursuant to this subparagraph (d) shall not constitute valid termination for Good Cause unless Employee shall first have received written notice from the President stating with specificity the nature of such failure or proprietary informationrefusal in the performance of duties and affording Employee at least fifteen days to correct the act or omission complained of; (e) gross negligence, theft of any property of any of the Companies, or engages the theft of any property of any customers or suppliers, material violation by Employee of any duty of loyalty to Employer, or any other material misconduct on the part of Employee; or (f) material violation of any employee policy manual promulgated by Employer as in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employereffect at that time, including, but not limited towithout limitation, Employer’s policy regarding workplace harassmentthe receipt of any kick-back or side payment from any customer, discriminationsupplier or vendor. Notwithstanding the foregoing, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to by resignation shall be deemed a termination for Good Cause and shall be effective as of the effective date of termination. Upon termination pursuant to such resignation, but acceptance of such resignation by Employer shall not be deemed a waiver of any right of Employer or the Companies under this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyAgreement.

Termination for Cause. This Blue Rhino may terminate this Agreement at any time for Cause, in which case Employee shall be terminated entitled to receive his Base Salary accrued and the employment relationship between Employee and Employer shall be severed as of unpaid through the date of such termination specified in a notice full satisfaction of Blue Rhino's obligations to Employee under this Agreement. Any of the following shall constitute "Cause" i. Any material breach by Employer to Employee, upon the occurrence Employee of any of the following: i. Employee commits an act terms of theft, fraud, dishonesty, falsification this Agreement where such breach is not cured within five (5) days after written notice of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting such breach is delivered to gross incompetenceEmployee; ii. Intoxication with alcohol or drugs while on the premises of Blue Rhino or of any customer or potential customer to the extent that in the reasonable judgment of management, Employee materially breaches is abusive or his ability to perform his duties and responsibilities under this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplaceis impaired; iii. Employee is convicted ofConviction of a felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposedany other crime; iv. Employee fails Intentional misappropriation of property belonging to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s dutiesBlue Rhino; v. Employee solicits Illegal business practices in connection with Blue Rhino that could have an adverse effect on behalf of a competitor, potential competitor, Blue Rhino or for the Employee’s own benefit and against the interests of the Employerits business or reputation; vi. Excessive absence of Employee engages in conduct involving moral turpitude that causes embarrassment from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is delivered to Employee describing the potential for embarrassment nature of such excess absences and affording Employee one opportunity to Employer;avoid excess absences; or vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court Willful failure of Employee to take charge obey directions of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination board of directors of Blue Rhino, the president or severance payment in the event chief executive officer of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this sectionBlue Rhino, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection consistent with his duties hereunderas described in paragraph 1 hereof, all provided Blue Rhino first gives written notice to Employee of such failure, and Employee, does not cure such failure within five (5) days of the date delivery of termination onlysuch notice.

Termination for Cause. This For purposes of this Agreement shall be terminated and the employment relationship between Employee and term "Cause" for reduction of the Base Salary or termination of the Term of Employment by Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon mean and include the occurrence of any of the followingfollowing events in the good faith determination of the President or the Board: i. (a) The Employee commits an act of has participated in embezzlement, theft, larceny or fraud, dishonestyor has otherwise acted dishonestly with respect to Employer or any of its Affiliates or engaged in gross negligence or willful misconduct in the performance of any of the duties and services required of Employee pursuant to this Agreement; (b) The Employee has breached a fiduciary duty or duty of loyalty or fidelity owed to the Employer or any of its Affiliates; (c) The Employee has materially defaulted in observing a published policy of the Employer communicated to the Employee in writing and that remains in default for thirty (30) days following written notice of such default by Employer; (d) The Employee has been convicted of or entered a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude; (e) The Employee has violated any law, falsification regulation or ordinance of Employer’s recordsa governmental entity (other than traffic violations and similar minor offenses), improper disclosure but including any law relating to employment, the environment, discrimination, libel, slander, assault or other forms of Employer’s confidential or proprietary informationabuse, or engages has violated any judicial decree applicable to the Employer or any of its Affiliates which violation has or may have a material and adverse affect on the Employer or any of its Affiliates or the ability of the Employee to perform his duties hereunder; or (f) The Employee has failed to perform or otherwise defaulted in a course any of conduct amounting to gross incompetence; ii. Employee materially breaches the material terms of this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. duties assigned to Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to by the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment President or the potential Board as provided herein that remain in default for embarrassment thirty (30) days following written notice of such default by Employer to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This Agreement shall The employment of the Employee may be terminated for Cause at any time by the Board; provided, however, that before the Company may terminate the Employee’s employment for Cause for any reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the employment relationship between Employee shall have 60 days from receipt of such written notice to satisfy such conditions. If such conditions are satisfied within such 60-day period, the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this Section 7(a), the Company shall pay to the Employee in a lump sum his then current Base Salary under Section 4(a)(1) on a prorated basis to the Date of Termination (as defined in Section 9(b)). On termination pursuant to this Section 7(a), the Employee shall forfeit (i) his Bonus under Section 4(a)(2) for the year in which such termination occurs, and Employer shall be severed (ii) all outstanding but unvested Options and other options and rights relating to capital stock of the Company, and all shares of Restricted Stock that as of the termination date are still subject to the restrictions on transfer imposed by Section 4(a)(4) shall be subject to repurchase by the Company as provided in Section 4(a)(4). For purposes of termination specified in this Agreement, Cause shall mean: (1) a notice by Employer to Employee, upon the occurrence material breach of any of the following: i. Employee commits an act terms of theft, fraud, dishonesty, falsification this Agreement that is not immediately corrected following written notice of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetencedefault specifying such breach; ii. Employee materially breaches this Agreement or violates (2) a breach of any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality the provisions of information, attendance, insubordination, or drug free workplaceSection 12; iii. (3) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to such a degree that, in the reasonable judgment of the other managers of the Company, the Employee is convicted of, abusive or pleads guilty to, incapable of performing his duties and responsibilities under this Agreement; (4) conviction of a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event (5) misappropriation of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment property belonging to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under Company and/or any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyits affiliates.

Termination for Cause. This CECO may terminate this Agreement at any time for Cause, in which case Employee shall be terminated and the employment relationship between Employee and Employer shall be severed as of entitled to receive Base Salary accrued through the date of termination specified in a notice such termination. Any of the following shall constitute “Cause”: (i) any material breach by Employer to Employee, upon the occurrence Employee of any of the following:terms of this Agreement where such breach is not cured within thirty (30) days after written notice of such breach is delivered to Employee; i. (ii) any breach by Employee commits an act of any of the terms of his non-competition agreement set forth in Section 9 with CECO or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO; (iii) intoxication with alcohol or drugs while on the premises of CECO or any of the Companies or any customer or potential customer to the extent that in the reasonable judgment of management, Employee is abusive or his ability to perform his duties and responsibilities under this Agreement is impaired; (iv) conviction of a felony or any misdemeanor involving dishonesty, theft, fraudthe failure to tell the truth, dishonestyother unethical behavior, falsification racial prejudice, drugs, alcohol, sexual misconduct or any other crime likely to result in public disparagement with respect to any of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetencethe Companies; ii. Employee materially breaches this Agreement (v) intentional misappropriation of property belonging to CECO or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplacethe Companies; iii. Employee is convicted of(vi) illegal business practices in connection with any of CECO or the Companies’ businesses which could have a material adverse effect on CEC’s, CECO’s, CECO’s or pleads guilty to, a felony, an act involving moral turpitude, any of the Companies’ or a misdemeanor where imprisonment is imposedtheir business or financial position or reputation; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission (vii) excessive absence of Employee which constitutes negligent performance from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is delivered to Employee describing the nature of the Employee’s duties; v. such excess absences and affording Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment one more opportunity to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsavoid excess absences; or (viii. Employer is unable ) failure of Employee to continue operations for reasons outside and beyond its control. obey directions of the Board of Directors of CECO or chief executive officer of CECO, provided that Employee shall forfeit any right to a termination or severance payment in the event has been given written notice of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlydirections.

Termination for Cause. This Agreement shall The Employment Period may be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to for the following occurrences (“Cause”): (i) Employee, upon the occurrence ’s material breach of any of the following:covenants contained in Section 7 of this Agreement; i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer(ii) Employee’s records, improper disclosure of Employer’s confidential or proprietary informationconviction by, or engages in entry of a course plea of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement guilty or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty tonolo contendere in, a felony, an act involving moral turpitude, court of competent and final jurisdiction for any crime (whether felony or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct misdemeanor) (A) involving moral turpitude that causes embarrassment or punishable by imprisonment for more than one (1) year in the potential for embarrassment to Employerjurisdiction involved or (B) resulting in any imprisonment; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of (iii) Employee’s active full-time employment to the date commission of termination. Upon termination pursuant to this sectionany crime, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policiesact of fraud, all accrued salary, bonuses embezzlement or theft upon or against (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee A) Employer or Parent in connection with his duties hereunderwith Employer or in the course of his employment with Employer or otherwise, all or (B) any third party whether prior to our subsequent to the date hereof; (iv) Employee’s continuing repeated failure or refusal to perform Employee’s duties as required by this Agreement (including, without limitation, Employee’s inability to perform Employee’s duties hereunder as a result of chronic alcoholism or drug addiction and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Employee’s employment by Employer), provided that termination onlyof the Employment Period pursuant to this subsection (iv) shall not constitute valid termination for Cause unless Employee shall have first received written notice from Employer or Parent stating with specificity the nature of such failure or refusal and affording Employee at least thirty (30) days to correct the act or omission complained of; or (v) gross negligence, insubordination, material violation by Employee of any duty of loyalty to Employer or Parent, material violation of any of Employer’s or Parent’s written policies, disparagement of Employer or Parent or its affiliates or their respective businesses, or any other material misconduct on the part of Employee, provided that termination of the Employment Period pursuant to this subsection (v) shall not constitute valid termination for Cause unless Employee shall have first received written notice from Employer or Parent stating with specificity the nature of such failure or refusal and affording Employee at least thirty (30) days to correct the act or omission complained of. Except as otherwise agreed between Parent and Employee in writing, if Employee is terminated for Cause, all payments and benefits pursuant to this Agreement will cease immediately upon the date of such termination.

Termination for Cause. This Agreement The Company shall have the right to terminate Executive's employment at any time for Cause by giving Executive written notice of the effective date of termination (which effective date may, except as otherwise provided below, be the date of such notice). If the Company terminates Executive's employment for Cause, Executive shall be terminated and the employment relationship between Employee and Employer shall be severed as of paid his unpaid Base Salary through the date of termination specified in a notice by Employer to Employee, upon and the occurrence amount of any unpaid Bonus to which Executive had become entitled under the Bonus Plan prior to the effective date of such termination and the followingCompany shall have no further obli- gation hereunder from and after the effective date of termination and the Company shall have all other rights and remedies available under this or any other agreement and at law or in equity. For purposes of this Agreement only, Cause shall mean: i. Employee commits an i) fraud, misappropriation, embezzlement, or other act of theft, fraud, dishonesty, falsification material misconduct against the Company or any of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetenceits affiliates; ii. Employee materially breaches this Agreement ) substantial and willful failure to perform specific and lawful directives of the Board or violates any workplace policy of EmployerSupervising Officer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplaceas reasonably deter- mined by the Board; iii. Employee ) willful and knowing violation of any rules or regulations of any governmental or regulatory body, which is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposedmaterially injurious to the financial condition of the Company; iv. Employee fails ) conviction of or plea of guilty or nolo contendere to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s dutiesa felony; v. Employee solicits business on behalf v) Executive's loss of a competitor, potential competitor, any personal gaming or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment related regulatory approval or the potential for embarrassment license required to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsperform his duties under this Agreement; or viiivi) a final determination by a court of competent jurisdiction that Executive breached the Standstill Agreement of even date herewith by and among Circus Circus Enterprises, Inc., a Nevada corporation, Michael S. Ensign, William R. Richardson, Da▇▇▇ ▇. Employer ▇▇▇▇▇▇▇, ▇eter ▇. ▇▇▇▇▇ ▇▇, ▇▇▇ ▇le▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇o subp▇▇▇▇▇▇▇▇ ▇▇) ▇▇▇▇▇, Executive may not be terminated for Cause unless and until the Board has given him reasonable written notice of its intended actions and specifically de- scribing the alleged events, activities or omissions giving rise thereto and with respect to those events, activities or omissions for which a cure is unable possible, a reasonable opportunity to continue operations cure such breach; and provided, further, that for reasons outside purposes of determining whether any such Cause is present, no act or failure to act by Executive shall be considered "willful" if done or omitted to be done by Executive in good faith and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event reasonable belief that such act or omission was in the best interest of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred Company and/or required by Employee in connection with his duties hereunder, all to the date of termination onlyapplicable law.

Termination for Cause. This Notwithstanding anything contained in this Agreement to the contrary, the Company shall be terminated and have the right to terminate the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, Executive upon the occurrence of any of the following:following events (which events shall constitute “Cause” for termination): i. Employee commits an act (a) Executive shall commit any breach or violation of theftany of Executive’s representations or covenants under this Agreement, fraud, dishonesty, falsification which breach continues for a period of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to ten (10) days following notice thereof from the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment Company (except in the event of a “breach of any provision of Article III, which shall require no notice to Executive prior to termination); (b) Executive shall willfully and continually fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for cause” discharge at least 30 days following receipt by Executive of written notice specifying the failure to substantially perform; (c) Executive shall willfully engage in conduct that is demonstrably and Employer materially injurious to the Company, monetarily or otherwise, which injurious conduct has continued for at least 30 days following Executive’s receipt of written notice specifying the injurious conduct and offering Executive the opportunity to explain the conduct to the Board; (d) Executive shall, in the performance of Executive’s duties under this Agreement, engage in any act of misconduct, including misconduct involving moral turpitude, which is injurious to the Company; (e) Executive shall pay Employee only violate or willfully refuse to obey the lawful and reasonable instructions of the President and/or Board of the Company, provided that such instructions are not in violation of this Agreement; (f) Executive shall become disabled during the Term (Executive shall be deemed to be disabled if Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, Executive shall be deemed to be disabled if Executive is unable to perform the material functions of his position with the Company, with or without reasonable accommodation, by reason of a physical or mental infirmity, for such a period of Employee’s active fullninety (90) consecutive days within any 180-time day period); (g) Executive shall die during the Term of this Agreement. An act or failure to act is considered “willful” if done or not done with an absence of good faith and without a reasonable belief that the act or failure to act was in the best interests of the Company. If the employment of Executive is terminated pursuant to this Section 4.1, such termination shall be effective upon the date delivery of termination. Upon notice thereof to Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to this sectionsubsection 4.1(a), Employee (b) or (c) under circumstances in which Executive is entitled to notice of breach (or failure) and an opportunity to cure, in which case termination shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (effective immediately after the notice period if Executive fails to cure the breach or failure to the extent earned), any benefits under any reasonable satisfaction of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to Company. In the date event of termination onlyfor “Cause”, Executive shall not be entitled to any severance payments or any other payments under this Agreement.

Termination for Cause. This MSF may terminate this Agreement for Cause, immediately, and without prior written notice or further liability on the part of MSF. The following shall be terminated and constitute “Cause” for such termination: (a) the employment relationship between Employee and Employer shall be severed as existence of any unsafe condition at a RERP Site that MSF in good faith attributes to the actions or inactions of the date of termination specified in a notice by Employer to Employee, upon RiderCoach / RiderCoach Trainer; (b) the occurrence of any conviction of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in RiderCoach / RiderCoach Trainer for a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act crime involving moral turpitude, deceipt, dishonesty or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or fraud; (c) any action or omission inaction by the RiderCoach / RiderCoach Trainer that has caused or is reasonably likely to cause harm to MSF or any Affilliate of Employee which constitutes negligent performance MSF; (d) the RiderCoach / RiderCoach Trainer’s gross negligence or willful misconduct with respect to MSF or any Affilliate of MSF; (e) the EmployeeRiderCoach / RiderCoach Trainer’s duties; v. Employee solicits business on behalf willful and continued failure to substantially perform (other than by reason of a competitor, potential competitor, or for disability) the EmployeeRiderCoach / RiderCoach Trainer’s own benefit duties and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee responsibilities in connection with his duties hereunderMSF RiderCourses and/or this Agreement; (f) any substantial breach of the Rules of Professional Conduct, all which are incorporated into this Agreement; (g) any intentional act by the RiderCoach / RiderCoach Trainer involving dishonesty, deceit, fraud, moral turpitude, misconduct, breach of trust, or acts intentionally against the financial or business interests of MSF; (h) the RiderCoach / RiderCoach Trainer’s use of illegal drugs, alcohol, cannabis, or opioids, or possession of illegal drugs at the RERP Site; (i) the RiderCoach / RiderCoach Trainer’s failure to fully cooperate with quality assurance activities or training-related investigations and/or legal matters as requested by MSF; and/or (j) the date material breach by the RiderCoach / RiderCoach Trainer of termination onlyany provision of the Agreement.

Termination for Cause. This Studio shall have the right to terminate this Agreement at any time for cause. As used herein, the term “cause” shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence mean (i) misappropriation of any material funds or property of Studio or any of its related companies; (ii) failure to obey reasonable and material orders given by the following: i. Employee commits an act Chief Executive Officer of theft, fraud, dishonesty, falsification Studio or by the board of Employer’s records, improper disclosure directors of Employer’s confidential or proprietary information, or engages in a course Studio; (iii) any material breach of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement by you; (iv) conviction of or violates any workplace policy entry of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality a plea of information, attendance, insubordination, guilty or drug free workplace; iii. Employee is convicted of, nolo contendre to a felony or pleads guilty to, a felony, an act crime involving moral turpitude; (v) any willful act, or a misdemeanor where imprisonment is imposed; iv. Employee fails failure to devote full time or effort act, by you in bad faith to the Employee’s duties material detriment of employment Studio; or any action (vi) material non-compliance with established Studio policies and guidelines (after which you have been informed in writing of such policies and guidelines and you have failed to cure such non-compliance); provided that in each such case (other than (i) or omission of Employee which constitutes negligent performance (iv) or a willful failure in (ii) or repeated breaches, failures or acts of the Employee’s duties; v. Employee solicits same type or nature) prompt written notice of such cause is given to you by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will result in termination of employment, and such cause is not cured within ten (10) business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests days after receipt by you of the Employer; vifirst such notice. Employee engages If you are terminated as set forth in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankruptthis Paragraph 11, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge then payment of the Employer’s assets; or viii. Employer is unable specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to continue operations for reasons outside and beyond its control. Employee your termination) theretofore earned by you shall forfeit any right to a termination or severance be payment in the event full of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of terminationall compensation payable hereunder. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties If Studio terminated you hereunder, then you shall immediately reimburse Studio for all to the date of termination onlypaid but unearned sums.

Termination for Cause. This Company may immediately terminate Employee’s employment hereunder for “Cause”. For purposes of this Agreement, “Cause” includes, but is not limited to: (a) Employee’s breach of this Agreement shall be terminated and or Company policy; (b) Employee’s material failure or refusal to perform Employee’s duties as a Company employee (including, without limitation, Employee’s material failure to follow the employment relationship between Employee and Employer shall be severed as lawful direction of the date CEO or Board or Employee’s gross negligence, willful misconduct, chronic absenteeism, or habitual neglect in the performance of termination specified in such duties; (c) Employee’s conviction or entry of a notice by Employer nolo contender plea to Employeea felony, upon the occurrence a crime of any of the following: i. Employee commits an act of theft, fraudmoral turpitude, dishonesty, falsification breach of Employer’s records, improper disclosure of Employer’s confidential trust or proprietary informationunethical business conduct, or engages in any other crime which materially affects Company’s or any of its affiliate’s business; (d) Employee’s indictment for a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement crime (other than a minor traffic violation or violates misdemeanor) or any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act offense involving moral turpitude, when the CEO or Board in his, her or its reasonable discretion determines that Employee can no longer satisfactorily perform the duties of Employee’s job or that Employee’s continuing service would materially have an adverse effect on the business interests or reputation of Company or any of its affiliates; (e) Employee’s commission of any act of fraud, embezzlement, misappropriation, dishonesty, theft, or insubordination; (f) Employee’s illegal use of drugs in the workplace; and (g) Employee’s failure to honor Employee’s fiduciary duties to Company, including the duty to act in the best interests of Company. Cause will not be deemed to exist under (a), (b) and (g) of this paragraph unless and until Company provides Employee written notice of the reason and a misdemeanor where imprisonment is imposed; iv. 30-day opportunity to cure and Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlycure.

Termination for Cause. This Agreement Employer may terminate the employment of Employee with Employer at any time during the Term for “Cause”. For purposes of this Agreement, “Cause” shall be terminated deemed to exist if, and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the followingonly if: i. (i) Employee commits an act shall engage, during the performance of thefthis duties hereunder, fraud, in acts or omissions constituting dishonesty, falsification intentional breach of Employer’s records, improper disclosure of Employer’s confidential fiduciary obligation or proprietary information, intentional wrongdoing or engages malfeasance which result in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment material harm to Employer; vii. Employer becomes insolvent (ii) Employee shall intentionally disobey or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has disregard a receiver, trustee or other person or persons appointed by any court to take charge lawful and proper direction of the Board or Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. (iii) Employee shall forfeit any right materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a termination or severance payment in breach capable of cure. Notwithstanding anything herein to the event of a “for cause” discharge and contrary, if Employer shall pay terminate the employment of Employee only hereunder for such period of Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s active full-time termination. If the employment to of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination. Upon termination pursuant to this section), Employee shall be paid when due and to Employee through the date of his termination, and, except as otherwise provided in accordance with Employer’s general payroll practices and relevant policiesany Benefit Plan or Insurance Plan, all accrued salaryEmployer shall have no further obligation, bonuses (including any obligation for severance payments, to the extent earned), any benefits Employee under any of Employer’s plans under which Employee is a participant to the full extent of this Agreement. Such termination shall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of Employer applicable to such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlytermination.

Termination for Cause. This The Corporation shall have the right to terminate this Agreement for “cause,” which shall mean and be terminated and limited to: (i) Failure of ▇▇▇▇▇▇ ▇▇▇▇ to be the employment relationship between Employee and Employer shall be severed as active Managing Member of the date Adviser; (ii) Failure of termination specified in a notice by Employer the Adviser to Employee, find and retain an acceptable replacement upon the occurrence departure of any a Senior Professional in accordance with Paragraph ; (iii) A material breach of law/ or the terms, covenants or conditions on the part of the following:Adviser to be performed hereunder; or i. Employee commits an act (iv) Any termination of theftthe warehouse facilities (“Warehouse Facilities”), fraudthe collateralized loan obligation (“CLO”) or any agreement or arrangement relating to financing of the Velocity Assets on account of a default under the Warehouse Facilities, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential CLO or proprietary information, any other such agreement or engages in a course of conduct amounting arrangement that shall have been attributable to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance inaction of the Employee’s duties; v. Employee solicits business on behalf of a competitorAdviser and/or its affiliates due to gross negligence, potential competitor, willful misconduct or for the Employee’s own benefit and against the interests intentional breach of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or material terms of the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee Warehouse Facilities or other person financing arrangements. Any notice of termination for “cause” given by Client pursuant to this Paragraph ; or persons appointed , shall specify in writing in reasonable detail the reason for such termination that is the cause for giving such notice. Adviser will have thirty (30) days to cure, to the reasonable satisfaction of Client, any such breach charged by any court Client; provided, however, with respect to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit Paragraph , any right to a termination or severance payment in the event of a “for cause” discharge and Employer cure shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (granted to the extent earned)of any such right granted under the applicable Warehouse Facilities, CLO or other financing agreement up to a maximum of thirty (30) days. In all other cases of a termination of the Agreement for cause, the Agreement shall terminate 30 days after such notice of termination for cause, unless Adviser has, as determined by Client in its sole discretion, satisfactorily cured such breach. Should the Clients terminate this Agreement for cause, the Corporation will not have any benefits under any of Employer’s plans under which Employee is a participant further financial obligations to the full extent Adviser other than payment for accrued services due under the terms of Employee’s rights under such plans, accrued vacation pay this Agreement and the Corporation and/or its subsidiaries shall not have any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all obligation to sell any assets to the date of termination onlyAdviser, as otherwise hereinafter set forth.

Termination for Cause. This Agreement Studio shall be terminated and have the employment relationship between Employee and Employer right to terminate the Employment Term at any time for cause. As used herein, the term “cause” shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence mean (a) misappropriation of any material funds or property of Studio or any of its related companies; (b) failure to obey reasonable and material orders given by the following: i. Employee commits an act Chief Executive Officer of theft, fraud, dishonesty, falsification Studio or by the Board; (c) any material breach of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement by you; (d) conviction of or violates any workplace policy entry of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality a plea of information, attendance, insubordination, guilty or drug free workplace; iii. Employee is convicted of, nolo contendre to a felony or pleads guilty to, a felony, an act crime involving moral turpitude; (e) any willful act, or a misdemeanor where imprisonment is imposed; iv. Employee fails failure to devote full time or effort act, by you in bad faith to the Employee’s duties material detriment of employment Studio; or any action (f) material non-compliance with established Studio policies and guidelines (after which you have been informed in writing of such policies and guidelines and you have failed to cure such non-compliance); provided that in each such case (other than (a) or omission of Employee which constitutes negligent performance (d) or a willful failure in (b) or repeated breaches, failures or acts of the Employee’s duties; v. Employee solicits business on behalf same type or nature) prompt written notice of a competitor, potential competitor, or for such cause is given to you by specifying in reasonable detail the Employee’s own benefit facts giving rise thereto and against the interests that continuation thereof will result in termination of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or Employment Term, and such cause is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed not cured within ten (10) business days after receipt by any court to take charge you of the Employer’s assets; or viiifirst such notice. Employer If the Employment Term is unable terminated as set forth in this Paragraph 11, then payment of the specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to continue operations for reasons outside and beyond its control. Employee your termination) theretofore earned by you shall forfeit any right to a termination or severance be payment in full of all compensation payable hereunder. If Studio terminated the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination Employment Term pursuant to this sectionParagraph 11, Employee then you shall be immediately reimburse Studio for all paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlybut unearned sums.

Termination for Cause. This Agreement shall be terminated and The Company may terminate Executive’s employment pursuant to the employment relationship between Employee and Employer shall be severed as terms of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates at any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed cause by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination pursuant for cause, Executive shall have no further right to compensation, bonus or reimbursement under Section 5. For purposes of this sectionSection 7.02, Employee “cause” shall mean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the business of the Company or could otherwise reasonably be paid when due and expected to have a material adverse effect on the Company’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with carrying out his duties hereunder, all has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to the date Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to the Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of termination onlySection 10 or Section 11; (v) Executive’s repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of the Company’s Board of Directors directing Executive to perform services consistent with Executive’s status as an officer of the Company, which refusal is not cured by Executive within ten (10) days of Executive’s receipt of written notice thereof from the Company (provided, however, that if such breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within twenty (20) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than ten (10) days after written notice thereof by the Company to Executive. Executive's failure to comply with the requirements of Section 10 of this Agreement shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have been determined and no further appeals are permissible.

Termination for Cause. This Agreement The Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this paragraph 5, the Executive shall be considered terminated and for "cause" if he is discharged by the employment relationship between Employee and Employer shall be severed as Corporation on account of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any one or more of the followingfollowing events: i. Employee (i) the Executive becomes addicted to drugs or alcohol; (ii) the Executive discloses confidential information in violation of paragraph 4(a) or engages in competition in violation of paragraph 4(b) to the detriment of the Corporation and/or Thane; (iii) the Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the Corporation; (iv) the Executive is convicted of a felony crime (other than a felony resulting from a minor traffic violation); (v) the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of thirty (30) days after such notice to cure such misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any event of willful misconduct to the extent that, in the reasonable judgment of the Board, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) the Executive commits an act of theftfraud against the Corporation and/or Thane, fraud, dishonesty, falsification violates a duty of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting loyalty to gross incompetence; ii. Employee materially breaches this Agreement the Corporation and/or Thane as defined under Florida law or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyparagraph 2.

Termination for Cause. This Agreement shall be terminated and The Company may terminate Executive’s employment for “Cause” if Executive: (i) is convicted of or pleads nolo contendre to a felony; (ii) commits fraud or a material act or omission involving dishonesty with respect to the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of Company or any of its respective employees, customers or affiliates; (iii) willfully and repeatedly fails or refuses to carry out the following:material responsibilities of Executive’s employment by the Company (except where due to physical or mental incapacity); i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information(iv) engages in willful misconduct, or a pattern of behavior which has had or is reasonably likely to have a significant adverse effect on the Company; (v) willfully engages in a course any act or omission which is in material violation of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of EmployerCompany policy, including, including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or (vi) commits a material breach of Executive’s material obligations under this Agreement, including but not limited to Section 8. A decision to terminate the Executive’s employment for Cause must be made, if at all, by the affirmative vote of a majority of the members of the Board (not including Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the act or omission giving rise to the termination for Cause is curable by Executive, the Board will provide 30 days written notice to Executive of its intent to terminate Executive for Cause, with an explanation of the reason(s) for the termination for Cause, and if Executive cures the act or omission within the 30 day notice period, the Board will rescind the notice of termination and Executive’s employment will not be terminated for Cause at the end of the 30 day notice period. If Executive has previously been afforded the opportunity to cure particular behavior and successfully cured under this provision, the Board will have no obligation to provide Executive with notice and an opportunity to cure a recurrence of that behavior prior to a termination for Cause. Unless Executive receives 30 days notice and an opportunity to cure under this Section, Executive’s termination for Cause will be effective immediately upon the Board’s mailing or transmitting written notice of such termination to Executive. For purposes of this Section 5A., an action or inaction shall not be treated as “willful misconduct” if authorized by the Board or taken in the good faith belief that it was in, or not opposed to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the best interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyCompany.

Termination for Cause. This Agreement shall be terminated and the CBS may, at its option, terminate your employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches under this Agreement or violates any workplace policy of Employerforthwith for Cause and thereafter shall have no further obligations under this Agreement, including, but not limited towithout limitation, Employer’s policy regarding workplace harassmentany obligation to pay Salary or Bonus or provide benefits. Cause shall mean: (i) dishonesty; (ii) embezzlement, discrimination, confidentiality of information, attendance, insubordination, fraud or drug free workplace; iii. Employee is convicted of, or pleads guilty to, other conduct which would constitute a felony, an act involving moral turpitude, felony or a misdemeanor where imprisonment involving fraud or perjury; (iii) willful unauthorized disclosure of Confidential Information; (iv) your failure to obey a material lawful directive that is imposed; iv. Employee fails appropriate to devote full your position from an executive(s) in your reporting line; (v) your failure to comply with the written policies of CBS, including the CBS Business Conduct Statement or successor conduct statement as they apply from time or effort to the Employee’s duties time; (vi) your material breach of employment or this Agreement (including any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; representations herein); (vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment ) your failure (except in the event of your Disability) or refusal to substantially perform your material obligations under this Agreement; (viii) willful failure to cooperate with a “for cause” discharge bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (ix) conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring you to public disrepute, scandal or ridicule or reflect unfavorably upon any of CBS’s businesses or those who conduct business with CBS and Employer shall pay Employee only for such period of Employee’s active full-time its affiliated entities. CBS will give you written notice prior to terminating your employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earnediv), (v), (vi), (vii), (viii) or (ix) of this paragraph 8(a), setting forth the nature of any benefits alleged failure, breach or refusal in reasonable detail and the conduct required to cure. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, you shall have ten (10) business days from the giving of such notice within which to cure any failure, breach or refusal under any (iv), (v), (vi), (vii), (viii) or (ix) of Employer’s plans this paragraph 8(a); provided, however, that, if CBS reasonably expects irreparable injury from a delay of ten (10) business days, CBS may give you notice of such shorter period within which to cure as is reasonable under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlycircumstances.

Termination for Cause. This a) Both parties are entitled – at their own option - to terminate this Agreement prematurely for just cause with or without notice. Just cause shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified presumed in a notice by Employer to Employee, upon the occurrence particular in cases where one party 1) becomes insolvent or – voluntarily or involuntarily - applies for insolvency or bankruptcy proceedings of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetencekind; ii. Employee materially 2) breaches this Agreement so substantially or violates any workplace policy with such a lasting effect that the non-breaching party cannot be expected to adhere to this Agreement until the end of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplacethe cancellation period; iii3) repeats a breach of this Agreement or does not cease a continued breach within two weeks despite written admonition. b) Moreover, MANUFACTURER may terminate this Agreement prematurely – at its own option - with or without notice in cases where 1) DISTRIBUTOR fails to meet the annual minimum quantities as set out in Clause 8 herein by more than 20%. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposedMANUFACTURER shall have no right to terminate the Agreement if DISTRIBUTOR proves that the failure to meet the minimum quantities was occurred with no fault of his own; iv. Employee fails to devote full time 2) if DISTRIBUTOR is either (i) in default for more than 60 calendar days in accepting any or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance all of the EmployeeProducts ordered and does not correct such default after receipt of a warning letter pointing out such default and demanding correction of such default within a reasonable period of time and stating MANUFACTURER’s dutiesintention to terminate the Agreement otherwise or (ii) is repeatedly (at least twice) in default for more than 60 calendar days in accepting any or all of the Products ordered and has received above mentioned warning letter after the previous default. DISTRIBUTOR shall also be in default if the contract products have been ordered but cannot be delivered since their payment is not assured. MANUFACTURER shall have no right to terminate the Agreement if DISTRIBUTOR proves that the default was occurred with no fault of his own; v. Employee solicits business on behalf of a competitor, potential competitor, or for 3) the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment shareholders or the potential management of DISTRIBUTOR have changed without MANUFACTURER’s prior written approval, even though this approval could have been obtained, and where MANUFACTURER refuses retroactive approval for embarrassment to Employer;factually justifiable cause. vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee 4) MANUFACTURER shall forfeit any exercise his right to a termination or severance payment in terminate this Agreement prematurely at the event latest 3 months after having knowledge of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlycase.

Termination for Cause. This Agreement shall be terminated and The Company may terminate the Employee's employment relationship between Employee and Employer shall be severed as of the date for Cause, without any obligation to provide notice of termination specified or pay any amounts in a notice lieu thereof, except to the extent required by Employer to Employeeapplicable employment standards legislation. For purposes of this Agreement, upon the occurrence of "Cause" means any of the following: i. : (i) following fifteen (15) days advance written notice to the Employee commits setting forth in reasonable detail the nature of the Cause, the Employee's continued substantial violations of Employee's employment duties or willful disregard of commercially reasonable and lawful directives from the Managing Executive, after Employee has received a written demand for performance from the Managing Executive that sets forth the factual basis for the Company's belief that Employee has not substantially performed Employee's duties or willfully disregarded directives from the Managing Executive; (ii) the Employee's moral turpitude, dishonesty or gross misconduct in the performance of Employee's duties or which has materially and demonstrably injured the finances or future business of the Company or any of its Affiliates as a whole; (iii) following fifteen (15) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause, the Employee's material breach of this Agreement or the EPIA; (iv) the Employee's conviction of, or guilty plea to, any indictable offence or any other act of fraud, misappropriation, embezzlement, or the like involving the Company's property; or (v) an act of theftwilful misconduct, frauddisobedience or wilful neglect of duty that is not trivial and has not been condoned by the Company; provided, dishonestyhowever, falsification that no such act or event described in clauses (i) and (iii) of Employer’s records, improper disclosure of Employer’s confidential this paragraph (a) shall constitute Cause hereunder if the Employee has fully cured such act or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to event during the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses applicable fifteen (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only15) day notice period.

Termination for Cause. This Agreement The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” means the Executive: (i) willfully, substantially, and continually fails to perform the duties for which he is employed by the Company; (ii) willfully fails to comply with the legal instructions of the Board or the CEO; (iii) willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; (iv) willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; (v) is indicted for, or enters a plea of nolo contendere to, a felony; (vi) engages in an act or acts of gross malfeasance in connection with his employment hereunder; (vii) commits a material breach of Sections 12, 13 or 14 of this Agreement; (viii) commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving him written notice of termination on or before the date of such termination specifying in reasonable detail the circumstances constituting such Cause, and providing Executive with a period of at least thirty (30) days in which to cure the conduct constituting Cause if such conduct is capable of being cured. In the event of such termination of the Executive’s employment for Cause, the Executive shall be terminated entitled to receive (A) his base salary pursuant to Section 3(a) and any other compensation and benefits to the employment relationship between Employee and Employer shall be severed extent actually earned pursuant to this Agreement or under any benefit plan or program of the Company as of the date of such termination specified in a notice by Employer to Employeeat the normal time for payment of such salary, upon compensation or benefits and (B) any amounts owed under the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace reimbursement policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlySection 5.

Termination for Cause. This Agreement Employer may terminate Employee’s employment immediately for “cause” by written notice to Employee. For purposes of this Agreement, a termination shall be terminated and for “cause” if the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of results from any of the followingfollowing events: i. (i) Employee’s willful breach of any material provision of this Agreement, which breach Employee commits an act of theft, fraud, dishonesty, falsification of shall have failed to cure within thirty (30) days following Employer’s records, improper disclosure written notice to Employee specifying the nature of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetencethe breach; (ii. ) Any documented misconduct by Employee materially breaches this Agreement as an executive or violates any workplace policy director of Employer, includingor any subsidiary or affiliate of Employer for which Employee is performing services hereunder, but not limited towhich is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s policy regarding workplace harassment, discrimination, confidentiality written notice to Employee specifying the nature of information, attendance, insubordination, the neglect or drug free workplacerefusal; iii. Employee is convicted of, (iv) Conviction of a crime involving any act of dishonesty or pleads guilty to, a felony, an act involving moral turpitude, or the commission of a misdemeanor where imprisonment is imposedfelony; iv. Employee fails (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to devote full time or effort perform its obligations under this Agreement; (vi) Documented failure to follow the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance reasonable, written instructions of the Employee’s duties; v. Board of Directors of Employer, provided that the instructions do not require Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages to engage in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsunlawful conduct; or viii(vii) A willful violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Employer Notwithstanding any other term or provision of this Agreement to the contrary, if Employee’s employment is unable to continue operations terminated for reasons outside and beyond its control. cause, Employee shall forfeit any right all rights to a termination or severance payment in the event of a “for cause” discharge payments and Employer benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall pay Employee only for such period of Employee’s active full-time employment to be paid through the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This The Employer may at any time during the Employment Period and any Renewals thereof, by notice, terminate this Agreement and discharge the Employee for cause, whereupon the Employer's obligation to pay any compensation, severance allowance, or other amounts payable hereunder to or for the benefit of Employee shall be terminated and the employment relationship between Employee and Employer shall be severed as of terminate on the date of termination specified such discharge, notwithstanding anything herein contained to the contrary. As used herein, the term "for cause" shall be deemed to mean and include chronic substance abuse; misappropriation of any money or other assets or properties of the Employer or its subsidiaries; willful violation of specific and lawful written directions from his superiors or from the Board of Directors of the Employer; willful failure or refusal to perform the services required of Employee under this Agreement; other breaches of the covenants contained herein; willful disclosure of trade secrets or other confidential information resulting in substantial detriment to the Employer as documented by the Employer under oath or affirmation; conviction in a notice by Employer to Employee, upon the occurrence court of competent jurisdiction of any crime involving the funds or assets of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, Employer including, but not limited to, Employer’s policy regarding workplace harassmentembezzlement and larceny; any civil or criminal conduct or personal misbehavior including sexual harassment which is detrimental to the image, discriminationreputation, confidentiality welfare or security of informationthe Employer where such misconduct or misbehavior and judgment have been documented by the Employer under oath or affirmation; and any other acts or omissions that constitute grounds for cause under the laws of the states of Georgia, attendanceDelaware, insubordinationCalifornia, Massachusetts or Illinois, or drug free workplace; iii. Employee is convicted of, such other states or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to locations wherein the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlymay have operations.

Termination for Cause. This The Company may at any time terminate the Executive's employment hereunder for cause. For purposes of this Agreement and subject to the Executive's opportunity to cure to the extent provided in Section 4.c. hereof, the Company shall have "cause" to terminate the Executive's employment hereunder if such termination shall be terminated the result of: (1) Fraud in connection with the Executive's performance hereunder; (2) Dishonesty in connection with the Executive's performance hereunder except to the extent the Executive proves such dishonesty was both unintentional and covered only a matter which was de minimis; (3) The failure by the employment relationship between Employee and Employer shall be severed as Executive to perform his material duties hereunder or any other material breach by Executive of this Agreement; (4) The failure by the Executive to follow, in a material manner, the lawful directions of or policies established by the Board of Directors or the Chief Executive Officer of the date of termination specified in a notice by Employer to Employee, upon Company unless the occurrence of any tasks are of the following:type which could not reasonably be required of Executive pursuant to this Agreement; i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information(5) The conviction for, or engages in a course plea of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty nolo contendere to, a felony, an act charge of commission of a felony or crime involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails (6) The Executive's performance of any services under this Agreement while under the influence of drugs, alcohol or any controlled substance except, with respect to devote full time or effort controlled substances only, to the Employee’s duties extent Executive proves (a) taking any controlled substance was prescribed by a medical doctor to treat a medical problem, (b) such controlled substance was used only in accordance with said doctor's instructions, and (c) taking such controlled substance does not and did not adversely affect Executive's job performance during more than a de minimis period of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetstime; or viii(7) The Executive acting in a manner, which damages or could reasonably be expected to damage the business or reputation of the Company. Employer is unable The parties agree that each of the foregoing breaches, events, crimes, behaviors, acts, inactions or occurrences constitutes independent grounds for "cause" and the failure of any breach, event, crime, behavior, act, inaction or occurrence to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for constitute "cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits " under any paragraph of Employer’s plans this Section 4.a. shall not prevent that same breach, event, crime, behavior, act, inaction or occurrence from constituting "cause" under which Employee is a participant to the full extent different paragraph of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlythis Section 4.a.

Termination for Cause. This (a) Employee’s employment under this Agreement shall be deemed to be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the followingfollowing events that shall constitute “Cause”, at Employer’s election, immediately upon Employer giving written notice of such termination to Employee: i. Employee commits an act (i) Employee’s conviction of theftany felony or a crime involving moral turpitude. (ii) Employee’s failure or refusal to follow, fraudin any material respect, dishonestythe lawful instructions of Employer or the bylaws, falsification of Employer’s recordspolicies, improper disclosure of Employer’s confidential standards or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy regulations of Employer, includingwhich from time to time may be established or changed, but and such failure or refusal is not limited to, cured within fifteen (15) days of receiving written notice of such violation from Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace;. (iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the ) Employee’s continued failure or refusal to faithfully and diligently perform, in any material respect, the usual and customary duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active fullemployment hereunder, and such failure or refusal is not cured within fifteen (15) days of receiving written notice of such violation from Employer. (iv) Employee’s conduct is fraudulent and such conduct is not cured within fifteen (15) days of receiving written notice to cure such conduct from Employer. No termination for Cause may occur unless a written notice under this Section 7(a) shall specify the alleged violations in sufficient detail as to apprise Employee of the default or failure, and Employer’s expectations of what Employee needs to do to cure same. (b) In the event that Employer fails to pay Employee any installment of the base salary or other amounts owed to Employee under Sections 3(a) through e) when due, and such non-time employment to the date of termination. Upon termination pursuant to this section, payment is not cured within fifteen (15) days after Employee shall be paid when due and have notified Employer in accordance with Employer’s general payroll practices and relevant policieswriting of such non-payment, all accrued salarythen Employee, bonuses (to the extent earned), any benefits under any of Employer’s plans under which provided that Employee is a participant not in default with respect to the full extent any of Employee’s rights obligations under this Agreement, shall have the option to terminate Employee’s employment under this Agreement immediately upon Employee giving written notice of such planstermination to Employer, accrued vacation and Employee shall receive from Employer the severance pay and any appropriate reimbursement other compensation set forth in paragraph 2 of business expenses incurred this Agreement, as though he had been terminated by Employee in connection with his duties hereunder, all to the date of termination onlyEmployer without cause.

Termination for Cause. This 13.1 In the event that either Party should commit a breach of any of its obligations under this Agreement, and shall have not cured such breach within [***] days after receipt of written notice of breach from the other Party, then such other Party shall have the right to terminate this Agreement immediately by written notice. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 In the event that either Party should become insolvent or make an assignment for the benefit of creditors or proceedings in voluntary or involuntary bankruptcy should be instituted against it or a receiver or trustee of its property should be appointed, then the other Party shall have the right to terminate this Agreement forthwith by written notice. 13.3 In the event that PharmaForm is not able to manufacture the Product according to the Specifications stated in Appendix I or for any reason should be unable (including but not limited to cases of Force Majeure) to supply the Product for a consecutive [***] month period or for a total of [***] months non-consecutively in one calendar year (whether in the quantities ordered or at all), Corcept shall have the right to terminate this Agreement forthwith by written notice. The right to terminate is in addition to any other remedy available at law or in equity. 13.4 In the event that PharmaForm shall fail to promptly secure or renew any license, registration, permit, authorization, or approval necessary for the conduct of its business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization, or approval is revoked or suspended and not reinstated within [***] days or if reinstatement is not possible within [***] days, diligent efforts are not being made by PharmaForm to effect such reinstatement, then Corcept shall have the right to terminate this Agreement immediately by written notice. 13.5 On termination or expiration of this Agreement, PharmaForm shall take reasonable measures to cease any ongoing production of Product and limit further expenses associated with such ongoing production. Expiration or termination of this Agreement shall be terminated and without prejudice to any rights or obligations that accrued to the employment relationship between Employee and Employer benefit of either party prior to such expiration or termination. In the event of any termination or expiration, PharmaForm shall be severed as promptly return (1) any remaining inventory of Compound or other materials received from Corcept (including the Corcept Starting Materials), (2) all remaining inventories of Product (subject to payment by Corcept of the date of termination specified in a notice by Employer applicable Price for such Product), and (3) any other Product or material being stored for Corcept, to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of EmployerCorcept at Corcept’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, includingexpense, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to including the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyPharmaForm Starting Materials.

Termination for Cause. This Agreement (a) The Corporation shall have the right to terminate the employment of Executive hereunder for cause at any time if: (i) Executive shall be convicted, by a court of competent and final jurisdiction, of any crime (whether or not involving the Corporation or any of its divisions, operations, subsidiaries or affiliated companies) which constitutes a felony in the jurisdiction involved; or (ii) Executive shall commit any act of fraud against or shall breach a fiduciary obligation to the Corporation or any of its divisions, operations, subsidiaries, or affiliated companies, provided that any such act (or failure to act) shall be determined in good faith by the Board of Directors to be material in respect of Executive's duties or functions hereunder; or (iii) Executive shall fail or refuse to perform any of his duties and responsibilities as required by, or shall otherwise breach, this Agreement, provided that termination of Executive's employment pursuant to this subparagraph 10(a)(iii) shall not constitute valid termination for cause unless Executive shall first have received written notice from the Board of Directors or the Chief Executive Officer of the Corporation stating with specificity the nature of such failure or refusal and affording Executive at least fifteen (15) days to correct the act or omission complained of. (b) In the event that the employment of Executive shall be terminated and by the employment relationship between Employee and Employer Corporation for cause pursuant to subparagraph 10(a) hereof, Executive shall be severed as entitled to receive the salary provided for in Paragraph 4(a) hereof, prorated through the end of the date of week in which such termination specified in a notice by Employer to Employee, upon occurs and such amounts as may be payable under the occurrence of any balance of the following: i. Employee commits an act of theftprovisions in Paragraph 4, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not as specifically limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due thereunder and in accordance with Employer’s general payroll practices the terms thereof. Executive shall accept such payment in full discharge and relevant policies, all accrued salary, bonuses (release of the Corporation of and from any other further obligations under this Agreement. Nothing contained in this Paragraph 10 shall constitute a waiver or release by the Corporation or any rights or claims it may have against Executive for actions or omissions which may give rise to the extent earned), any benefits under any an event causing termination of Employer’s plans under which Employee is a participant this Agreement pursuant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlythis Paragraph 10.

Termination for Cause. This Studio shall have the right to terminate this Agreement at any time for cause. As used herein, the term “cause” shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence mean (i) misappropriation of any material funds or property of Studio or any of its related companies; (ii) failure to obey reasonable and material orders given by the following: i. Employee commits an act Chief Financial Officer of theft, fraud, dishonesty, falsification Studio or by the board of Employer’s records, improper disclosure directors of Employer’s confidential or proprietary information, or engages in a course Studio (iii) any material breach of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement by you; (iv) conviction of or violates any workplace policy entry of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality a plea of information, attendance, insubordination, guilty or drug free workplace; iii. Employee is convicted of, nolo contendre to a felony or pleads guilty to, a felony, an act crime involving moral turpitude; (v) any willful act, or a misdemeanor where imprisonment is imposed; iv. Employee fails failure to devote full time or effort act, by you in bad faith to the Employee’s duties material detriment of employment Studio; or any action (vi) material non-compliance with established Studio policies and guidelines (after which you have been informed in writing of such policies and guidelines and you have failed to cure such non-compliance); provided that in each such case (other than (i) or omission of Employee which constitutes negligent performance (iv) or a willful failure in (ii) or repeated breaches, failures or acts of the Employee’s duties; v. Employee solicits same type or nature) prompt written notice of such cause is given to you by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will result in termination of employment, and such cause is not cured within ten (10) business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests days after receipt by you of the Employer; vifirst such notice. Employee engages If you are terminated as set forth in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankruptthis Paragraph 11, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge then payment of the Employer’s assets; or viii. Employer is unable specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to continue operations for reasons outside and beyond its control. Employee your termination) theretofore earned by you shall forfeit any right to a termination or severance be payment in the event full of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of terminationall compensation payable hereunder. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties If Studio terminated you hereunder, then you shall immediately reimburse Studio for all to the date of termination onlypaid but unearned sums.

Termination for Cause. This Agreement The Company may terminate Employee's employment for "cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, the term "cause" shall be terminated limited to (i) non-appealable conviction of a felony or of any crime involving fraud or misrepresentation that adversely affects the Company's reputation in a material way; (ii) Employee's gross negligence or willful misconduct which is materially injurious to the Company; (iii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties and the employment relationship between continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Agreement with written notice thereof, and Employer an appropriate period to cure such breach if such breach is curable. For purposes of this Section, no act or failure to act on Employee's part shall be severed as considered "gross' or "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding any term or provision of this Agreement to the contrary, termination shall not be considered for cause if the termination resulted from bad judgment or negligence on the part of Employee or an act or omission which Employee believed at the time to be in good faith and in the interests of the Company, or not opposed to such interests. Company shall pay Employee his full Base Salary and benefits through the date of termination specified in a notice by Employer at the then current rate (including any applicable pro rated bonus and accrued vacation pay). Company shall have no other liabilities or obligations to Employee. All stock options, upon if any, which have become vested and exercisable on or before the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit termination date shall remain vested and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only exercisable for such period of time as specified in Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned's stock option agreement(s), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This Employee’s employment under this Agreement shall be terminated commence on the Start Date, and shall continue indefinitely for no specific term. The Company may terminate Employee’s employment with the employment relationship between Company at will at any time upon written notice, with or without Cause or advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees; provided that in the event of any purported termination for Cause, Employee and Employer shall be severed as given advance notice of such termination and an opportunity to appear before the date Board (with counsel) before the termination of termination specified in a notice by Employer to Employeeemployment occurs. For purposes of this Agreement, upon the occurrence of “Cause” shall mean any of the following: i. Employee commits an : (a) the commission of any act of theft, fraud, dishonesty, falsification embezzlement or willful dishonesty by Employee which materially and adversely affects the business of Employer’s records, improper the Company; (b) any unauthorized use or disclosure by Employee of Employer’s confidential information or proprietary information, or engages in trade secrets of the Company that constitutes a course willful and material breach of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s obligations under applicable laws or the PIIAA described below; (c) the willful refusal or willful omission by Employee to perform any lawful duties properly required of employment him under this Agreement, provided that any such failure or refusal has been communicated to Employee in writing (which specifies the circumstances purportedly constituting Cause) and Employee has been provided a reasonable opportunity to correct it (if reasonable correction is possible); (d) any action willful act or willful omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties to, or willful and material deviation from any of lawful and reasonable policies or directives of, the Company, provided, however, that in the case of deviations from policies or directives, the Company must give Employee notice of such deviations and, if curable, an opportunity to cure or correct the deviation; (e) willful conduct on the part of Employee which constitutes negligent performance the material breach of any statutory or common law duty of loyalty to the Company; or (f) any illegal act by Employee constituting a felony which the Board determines materially and adversely affects the business of the Company. For purposes of this definition, no act or failure to act, on Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitorpart shall be considered “willful” unless done, or for omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the Employee’s own benefit and against the interests best interest of the Employer; viCompany. Notwithstanding the foregoing, the Company cannot terminate Employee engages in conduct involving moral turpitude for Cause based on circumstances that causes embarrassment were known to a senior executive or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge director of the Employer’s assets; or viii. Employer is unable to continue operations Company (other than Employee himself) for reasons outside and beyond its control. more than six months before the Company gave Employee shall forfeit any right to a termination or severance payment in the event Notice of a “Termination for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination Cause pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyAgreement.

Termination for Cause. This Agreement shall be terminated and RIVERSIDE may, by written notice to Seller, terminate this Order, in whole or in part, for default if: (a) Seller fails to perform in accordance with any requirement of this Order or fails to make sufficient progress thereby endangering the employment relationship between Employee and Employer shall be severed as timely performance of this Order; (b) Seller ceases to conduct business in the date normal course, is declared insolvent, undergoes any procedure for the suspension of termination specified in payment, makes a notice by Employer to Employee, upon general assignment for the occurrence benefit of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, creditors or a misdemeanor where imprisonment petition for bankruptcy, reorganization, dissolution or liquidation is imposed; iv. Employee fails to devote full time filed by or effort to the Employee’s duties of employment against it; or (c) any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons custodian is appointed by any court to take charge possession of all or a substantial part of Seller’s assets or any committee of Seller’s creditors is formed for the Employerpurposes of monitoring or investigating the financial affairs of Seller or enforcing such creditors’ rights. Any such termination shall be at no cost to RIVERSIDE except for completed Products delivered and accepted by RIVERSIDE prior to such termination, and Seller shall repay to RIVERSIDE any payments made in excess thereof. The termination of any part of this Order pursuant to this Section 17 shall not affect either party’s assets; or viiiobligations as to any non-terminated parts. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in In the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this sectionSection 17, Employee RIVERSIDE may procure or otherwise obtain, upon such terms and in such manner as RIVERSIDE may deem appropriate, goods and services similar to Products not provided to RIVERSIDE hereunder, and Seller shall be paid when due liable to RIVERSIDE for any damages arising therefrom, including attorneys’ fees and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses excess costs incurred by Employee in connection with his duties hereunderRIVERSIDE. The obligations hereunder which by their terms might apply after the completion or termination of this Order (including Sections 8, all to the date of termination only9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23 and 25) shall survive such completion or termination.

Termination for Cause. This (a) Advisor may terminate this Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as upon written notice of termination to Subadvisor if any of the date following events (each a “Subadvisor Default”) shall occur in relation to Subadvisor or MGM: (1) the commission of an act of theft or embezzlement of money or property by MGM against Advisor, the REIT, and/or their respective Affiliates, or other act of fraud, gross negligence or willful misconduct by MGM resulting in injury to the property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates; (2) a voluntary termination specified of this Agreement by Subadvisor prior to the expiration of the Term, other than as a result of an Advisor Default; (3) a continuing material breach or default by Subadvisor shall occur with respect to any term or provision of this Agreement or any representation or warranty, which default or breach shall continue for a period of thirty (30) days after written notice thereof, provided that if, within the thirty (30) day-period following receipt of the written notice thereof, Subadvisor in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such written notice, then such breach or default shall not be deemed to be a Subadvisor Default. (4) a Change of Control of Subadvisor other than as a result of the death or disability of MGM; (5) the conviction or indictment, or plea of guilty or “no contest” to, a felony which results in injury to the property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates; and (6) a Bankruptcy Proceeding. (b) Subadvisor shall provide prompt written notice by Employer to Employee, upon Advisor of the occurrence of any Subadvisor Default. (c) Subadvisor may terminate this Agreement effective upon written notice of termination to Advisor if any of the followingfollowing events (each an “Advisor Default”) shall occur in relation to Advisor: i. Employee commits an act (i) A failure by Advisor to pay any amount due to Subadvisor hereunder within 10 business days after receipt by Advisor of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetencewritten notice from Subadvisor that such payment is past due; (ii. Employee materially breaches ) a continuing material breach or default by Advisor shall occur, with respect to any term or provision of this Agreement or violates any workplace policy representation or warranty, which default or breach shall continue for a period of Employerthirty (30) days after written notice thereof, includingprovided that if, within the thirty (30) day-period following receipt of the written notice thereof, Advisor, in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such written notice, then such breach or default shall not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplacebe deemed to be an Advisor Default; (iii. Employee is convicted of, ) a voluntary termination of the Advisory Agreement by Advisor without cause or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposedgood reason; (iv. Employee fails to devote full time ) a Bankruptcy Proceeding involving Advisor; (v) any amendment or effort modification to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance Advisory Agreement having a disproportionately adverse effect on Subadvisor as compared to the effect on Advisor; (vi) a voluntary termination of the Employee’s duties; v. Employee solicits business on behalf Agreement by Advisor prior to the expiration of the Term, other than as a result of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsSubadvisor Default; or viii. Employer is unable (vii) a Change of Control of Advisor. (d) Advisor shall provide prompt written notice to continue operations for reasons outside and beyond its control. Employee shall forfeit Subadvisor of the occurrence of any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyAdvisor Default.

Termination for Cause. This Termination for “Cause” shall mean termination because of Executive’s (a) willful misconduct or habitual neglect in the performance of his duties under this Agreement, (b) conviction for any felony involving fraud, dishonesty or moral turpitude, (c) material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following receipt by Executive of such written notice, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following receipt by Executive of such written notice, (e) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony which would materially and adversely interfere with Executive’s ability to perform his services under this Agreement, (f) Executive’s perpetration of an intentional and knowing fraud against or affecting Company, or any customer, agent, or employee thereof, or (g) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes hereof, no act or failure to act on Executive’s part shall be “willful” unless done or omitted not in good faith and without actual belief that the action or omission was in the best interest of Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a statement to the employment relationship between Employee effect that Executive was guilty of conduct justifying termination for Cause and Employer specifying the particulars thereof in detail. Executive shall be severed not have the right to receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the date Termination Date. Executive shall have the right to receive compensation or other benefits which have already vested or been earned as of termination specified in a notice the Termination Date for Cause, unless payment of such compensation or benefits is expressly prohibited by Employer to Employee, upon the occurrence terms of any of the following: i. Employee commits an act of theftplan, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential program or proprietary information, agreement governing such compensation or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlybenefits.

Termination for Cause. This Licensor may terminate the Licensed Rights or Licensee may terminate this License Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period material breach or default in any of Employee’s active fullthe provisions of this License Agreement by the other party, by the non-time employment breaching party's sending of a written notice of termination to the breaching or defaulting party specifying in detail the nature of the material breach or default. If the party receiving said notice does not remedy said breach or default within thirty (30) days of the date of terminationthe notice or, in the case of a breach or default which cannot reasonably be expected to be remedied within thirty (30) days, but is capable of being remedied within a reasonable period of time, does not institute diligent steps calculated to remedy such breach or default in the shortest possible time, then the termination shall become effective at the end of such thirty (30) day period. Upon If the breaching or defaulting party does so remedy or institute appropriate measures to remedy the breach or default, then the notice of termination shall be deemed automatically withdrawn and forever null and void. The failure of either party to terminate on account of any one breach or default shall not constitute a waiver of that party's right to terminate for any subsequent breach or default of the same provision. (a) Licensor may terminate the Licensed Rights effective immediately by notice in writing to Licensee if: (i) Licensee fails to provide notice of an intention to file a petition in bankruptcy as required by Section 11; (ii) Licensee files a petition to wind up its affairs, seeks the benefit of insolvency or debt moratorium law or statute, becomes insolvent or is unable to pay its debts as they mature, makes an assignment for the benefit of creditors, is adjudicated a bankrupt, has a receiver appointed for its property, ceases or threatens to cease to carry on its business, or otherwise enters into any arrangement or composition with its creditors, or if a substantial portion of its assets become subject to attachment by judicial order, whether any of the foregoing is the voluntary act of the party or otherwise; (iii) Licensee fails to maintain insurance as required under Section 6(b); or (iv) the Licensee violates Section 7. (b) Licensee may terminate this License Agreement (i) pursuant to this section, Employee shall be paid when due Section 1(c)(ii); or (ii) at any time prior to two years before the end of the Third Term by written notice to Licensor given not less than 90 days before the proposed termination date and in accordance with Employer’s general payroll practices providing that as of such termination date it is surrendering its License Rights and relevant policies, all accrued salary, bonuses (ceasing future use of the Licensed Trademarks pursuant to the extent earned), any benefits under any terms and conditions of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlythis License Agreement.

Termination for Cause. This Agreement Termination for Cause" shall mean termination of Employee's employment by KMI because of (i)Employee's conviction of a felony which in the reasonable, good faith opinion of the Compensation Committee of the Board of Directors of ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. would have an adverse impact on the reputation or business of KMI or any of its affiliates; (ii) subject to the notice provision's set forth below in this Section 2(a), Employee's willful refusal without proper legal cause to perform his duties and responsibilities; (iii) Employee's willfully engaging in conduct which Employee has reason to know is materially injurious to KMI or any of its affiliates; or (iv) subject to the notice and counseling provisions set forth below in this Section 2(a), failure to meet clearly established and reasonable performance objectives or standards established by KMI for Employee's job position. Such termination shall be terminated and the employment relationship between effected by notice thereof delivered by KMI to Employee and Employer shall be severed effective as of the date of such notice; provided, however, that if such termination specified in a notice by Employer is pursuant to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; clause (ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit ) above and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to within seven (7) days following the date of termination. Upon such notice Employee shall cease such refusal and shall use his or her best efforts to perform such duties and responsibilities, the termination shall not be effective; provided further, that termination pursuant to clause (iv) above shall not become effective unless Employee has been counseled about such unacceptable performance and coached to improve performance for at least forty-five (45) days; and, provided further, that KMI shall consult with Employee and provide an opportunity for Employee to be heard prior to effecting any termination under this section, Employee and KMI's failure to do so shall be paid when due constitute Involuntary Termination and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlynot Termination for Cause.

Termination for Cause. This Agreement The Board, by vote of a majority of its members, may terminate the employment of Employee with Employer at any time during the Term for “Cause”. For purposes of this Agreement, “Cause” shall be terminated deemed to exist if, and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the followingonly if: i. (i) Employee commits an act shall engage, during the performance of thefthis duties hereunder, fraud, in acts or omissions constituting dishonesty, falsification intentional breach of Employer’s records, improper disclosure of Employer’s confidential fiduciary obligation or proprietary information, intentional wrongdoing or engages malfeasance which result in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment material harm to Employer; vii. Employer becomes insolvent (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; (iii) Employee shall materially breach this Agreement, and such breach by its nature, is adjudicated as bankrupt, whether involuntary or involuntary proceedingsincapable of being cured, or has a receiver, trustee or other person or persons appointed such breach remains uncured for more than 30 days following receipt by any court to take charge Employee of written notice from Employer specifying the nature of the Employer’s assetsbreach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure; or viii. (iv) The Securities and Exchange Commission, the Employer is unable to continue operations for reasons outside and beyond or another regulatory or law enforcement authority institutes regulatory or law enforcement proceedings against the Employee or a firm with which the Employee previously was associated, which proceedings (regardless of the underlying merits) the Employer believes in its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment sole discretion could be detrimental to the date Employer or its reputation. Without limiting the generality of termination. Upon the foregoing, the following shall not constitute Cause for termination pursuant to this section, of Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to or the extent earned), any benefits under modification or diminution of any of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer’s plans under which Employee is a participant to the full extent , or any member of Employee’s rights under such plans, accrued vacation pay and Employer or its Board; or (ii) any appropriate reimbursement of business expenses incurred action taken by Employee in connection with his duties hereunderhereunder or any failure to act, all if Employee acted or failed to act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be paid to Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for severance payments, to Employee under this Agreement. Such termination onlyshall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of Employer applicable to such termination.

Termination for Cause. This Adaptec and Employee agree that Adaptec may terminate Employee’s employment and terminate this Agreement at any time “for cause,” which shall be terminated and the employment relationship between Employee and Employer shall be severed as include any one or more of the date following reasons: (1) A deliberate or serious violation of termination specified the Employee’s material duties as assigned by Adaptec’s CEO; (2) Refusal or unwillingness to perform such material duties in a notice good faith and to the best Employee’s ability upon request by Employer to Employee, upon the occurrence Adaptec’s CEO or his designee; (3) A breach or violation of any other terms or conditions of this Agreement, including the Employee Proprietary Information Agreement; (4) Neglect or poor performance of duties, if not remedied to Adaptec’s CEO’s satisfaction after written notice has been given to the Employee by Adaptec’s CEO or his designee; (5) Conviction of the following: i. Employee commits an act of theft, frauda felony or other crime involving moral turpitude, dishonesty, falsification willful misconduct, misappropriation of Employer’s recordsfunds, improper disclosure habitual insobriety or illegal drug use; (6) Substance abuse or any other action on the part of Employer’s confidential the Employee involving willful and deliberate malfeasance or proprietary informationgross negligence in the performance of his duties and responsibilities, or engages in a course of any conduct amounting to gross incompetenceor act which brings public disrespect, contempt or ridicule upon Adaptec; ii. Employee materially breaches this Agreement (7) A deliberate or violates serious violation of any workplace law, rule, regulation, constitutional provision, or Adaptec policy or procedures, (which policies are subject to modification or change at any time), or local, state or federal law, which violation, may, in the sole judgment of EmployerAdaptec’s CEO constitute justification for Employee’s termination; (8) Prolonged absence from duties without the consent and approval of Adaptec’s CEO, including, including but not limited to, Employerwhere Employee is permanently disabled, which, from the CEO’s policy regarding workplace harassmentsole discretion, discrimination, confidentiality of information, attendance, insubordination, or drug free workplaceconstitutes justification for Employee’s termination; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the (9) Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlydeath.

Termination for Cause. This Agreement shall be terminated Subject to Section 3.2, below, the President and/or CEO may terminate Executive’s employment and the employment relationship between Employee and Employer shall be severed as all of the date of termination specified Company’s obligations under this Agreement (except as provided in a Section 10.5, below, and as required by law) at any time for Cause (defined below) by giving written notice by Employer to EmployeeExecutive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the occurrence of President and/or CEO may designate. “Cause” shall mean any of the following: i. Employee commits an act of theft: (1) Executive has, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches material way, breached this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort the fiduciary duty he owes to the EmployeeCompany or any other legal obligation or duty he owes to the Company, which breach remains uncured, if possible to cure, to the reasonable satisfaction of the President and/or CEO for thirty (30) calendar days after Executive receives written notice thereof from the President and/or CEO that specifies in reasonable detail the alleged breach; (2) Executive has committed gross negligence or willful misconduct in the performance of Executive’s duties of employment for the Company; (3) Executive has failed in a material way to follow reasonable instructions from the President and/or CEO, consistent with this Agreement, concerning the operations or any action or omission of Employee which constitutes negligent performance business of the Employee’s duties; v. Employee solicits business on behalf of a competitorCompany, potential competitorwhich failure remains uncured, or for if possible to cure, to the Employee’s own benefit and against the interests reasonable satisfaction of the Employer; vi. Employee engages President and/or CEO for thirty (30) calendar days after Executive receives written notice thereof from the President and/or CEO that specifies in conduct involving moral turpitude that causes embarrassment reasonable detail the alleged failure; (4) Executive has committed a crime the circumstances of which substantially relate to Executive’s employment duties with the Company; (5) Executive has misappropriated or the potential for embarrassment to Employer; vii. Employer becomes insolvent embezzled funds or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge property of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit Company or engaged in any right to a termination act of dishonesty that involves the business of the Company or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment causes material damage to the date Company; and (6) Executive attempts to misappropriate or misappropriates a corporate opportunity of termination. Upon termination pursuant the Company, unless the transaction was approved in writing by the President and/or CEO after full disclosure of all details relating to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlytransaction.

Termination for Cause. This Agreement The Board, by vote of a majority of its members, may terminate the employment of Employee with Employer at any time during the Term for “Cause”. For purposes of this Agreement, “Cause” shall be terminated deemed to exist if, and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the followingonly if: i. (i) Employee commits an act shall engage, during the performance of thefthis duties hereunder, fraud, in acts or omissions constituting dishonesty, falsification intentional breach of Employer’s records, improper disclosure of Employer’s confidential fiduciary obligation or proprietary information, intentional wrongdoing or engages malfeasance which result in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment material harm to Employer; vii. Employer becomes insolvent (ii) Employee shall intentionally disobey or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has disregard a receiver, trustee or other person or persons appointed by any court to take charge lawful and proper direction of the Board or Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. (iii) Employee shall forfeit any right materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to his duties under this section, Employee Agreement shall be paid when due and in accordance with Employer’s general payroll practices and relevant policiesdeemed a breach capable of cure. Without limiting the generality of the foregoing, all accrued salary, bonuses (to the extent earned), any benefits under following shall not constitute Cause for termination of Employee or the modification or diminution of any of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer’s plans under which Employee is a participant to the full extent , or any member of Employee’s rights under such plans, accrued vacation pay and Employer or its Board; or (ii) any appropriate reimbursement of business expenses incurred action taken by Employee in connection with his duties hereunderhereunder or any failure to act, all if Employee acted or failed to act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be paid to Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for severance payments, to Employee under this Agreement. Such termination onlyshall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of Employer applicable to such termination.

Termination for Cause. (a) Newco may, in its sole discretion, terminate this Agreement, effective after the grace periods described below, by giving written notice of such termination to BioVeris, if BioVeris fails materially to comply with any material obligation of this Agreement, and BioVeris fails to cure such breach within sixty (60) days after written notice thereof by Newco or, if such breach cannot reasonably be cured within sixty (60) days, BioVeris fails to commence to cure such breach within said sixty-day period and diligently continue to cure such breach, unless otherwise specified in this Agreement; provided, however, that if BioVeris is unable to cure a breach due to Force Majeure, then such 60-day period shall be extended for a period of time reasonable under the circumstances. If there should be a dispute between the parties as to whether a breach exists which entitles Newco to terminate for cause, the matter shall be resolved promptly under the provisions of Article 4 hereof and all attempts to terminate shall be stayed. (b) From time to time during the term of this Agreement, Newco may in advance of first sale, placement or other commercialization of a proposed product that uses or incorporates Licensed ECL Technology, request in writing that BioVeris confirm that such proposed product is an ECL Product. At Newco’s request, BioVeris shall confirm in writing receipt of such notice. This request process described in this Section 5.2(b) is only available on a product-by-product basis. A single request under this process shall not apply to groups or ranges of products. Each such request shall include sufficient information to enable BioVeris to make a determination of whether the proposed product is an ECL Product. If BioVeris does not respond within sixty (60) days of its receipt of such request, BioVeris shall be deemed to have responded that the proposed product is not an ECL Product. If BioVeris responds that the proposed product is not an ECL Product and Newco disagrees with such response, a dispute as to the interpretation of this Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited deemed to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This Notwithstanding any other provision of this Agreement, the Company may at any time immediately terminate this Agreement and Executive’s employment hereunder for Cause. For this purpose, “Cause” shall be terminated and the employment relationship between Employee and Employer shall be severed as include any of the date following: the current use of termination specified illegal drugs; use of alcohol or other drugs in a notice by Employer manner which affects the performance of Executive’s duties, responsibilities and obligations as an employee of Company; indictment for any crime involving moral turpitude, fraud or misrepresentation; commission of any act which would constitute a gross misdemeanor or felony and which would adversely affect the business or reputation of the Company; dishonesty or fraud; misappropriation or embezzlement of Company funds or property; misconduct or negligent or reckless conduct which is injurious to Employeethe reputation, upon business, affairs or business relationships of the occurrence Company; breach of any written policies of the Company including but not limited to any applicable codes of ethics; material violation or default of any of the following: i. Employee commits an act provisions of theftthis Agreement; failure to perform Executive’s duties hereunder; failure or refusal to perform the reasonable and lawful instructions of Executive’s supervisors; frequent or extended, fraud, dishonesty, falsification and unjustifiable (not as a result of Employerincapacity or disability) absenteeism; incompetence or negligence in performing Executive’s records, improper disclosure of Employer’s confidential duties hereunder; or proprietary information, any material failure to meet reasonable performance criteria or engages in a course reasonable standards of conduct amounting as established from time to gross incompetence; iitime by the CEO or the Board. Employee materially breaches this Agreement or violates any workplace policy of EmployerThe initial determination as to whether Cause exists shall be made by the CEO, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort who shall then provide input and recommendations to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; viBoard. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment The Board in the event exercise of reasonable discretion shall make the final determination as to whether Cause exists. If the Company terminates Executive’s employment hereunder for Cause, it shall deliver a “for cause” discharge and Employer notice of termination in writing to Executive, which notice shall pay Employee only include the basis for such period of EmployeeCause; and in any such case Executive’s active full-time employment to with the Company shall terminate on the date of terminationspecified in the notice (or if no date is specified in the notice, immediately). Upon termination pursuant to this sectionIf the Company terminates Executive’s employment hereunder for Cause, Employee no severance shall be paid when due payable and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (the Company will have no further obligation or liability to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyExecutive.

Termination for Cause. This Employee’s employment under this Agreement shall be terminated commence on the Effective Date and shall continue indefinitely for no specific term. The Company may terminate Employee’s employment with the employment relationship between Employee and Employer shall be severed as Company at will at any time upon written notice, with or without Cause or advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the date Company relating to the employment, discipline or termination of termination specified in a notice by Employer to Employeeits employees. For purposes of this Agreement, upon the occurrence of “Cause” shall mean any of the following: i. Employee commits an : (a) the commission of any act of theft, fraud, dishonestyembezzlement or willful dishonesty by Employee which adversely affects the business of the Company; (b) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company; (c) the refusal or omission by Employee to perform any lawful duties properly required of his under this Agreement, falsification provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or omission by Employee involving malfeasance or gross negligence in the performance of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties to, or material deviation from any of employment the policies or any action directives of, the Company, provided, however, that in the case of deviations from policies or omission directives, (i) the Company must give Employee notice of such deviations within thirty (30) days of the Company becoming aware of such an occurrence, (ii) Employee must be given thirty (30) days to cure or correct the deviation, if curable, and (iii) Employee may only be terminated if the deviation remains uncured after thirty (30) days, if curable, following written notice and upon the approval of the Board of Directors; (e) conduct on the part of Employee which constitutes negligent performance the breach of any statutory or common law duty of loyalty to the Company; or (f) any illegal act by Employee which the Board determines adversely affects the business of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitorCompany, or for the any felony committed by Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated , as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed evidenced by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyconviction thereof.

Termination for Cause. This Agreement Employer may terminate Employee’s employment immediately for “cause” by written notice to Employee. For purposes of this Agreement, a termination shall be terminated and for “cause” if the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of results from any of the followingfollowing events: i. (i) Employee’s willful breach of any material provision of this Agreement, which breach Employee commits an act of theft, fraud, dishonesty, falsification of shall have failed to cure within thirty (30) days following Employer’s records, improper disclosure written notice to Employee specifying the nature of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetencethe breach; (ii. ) Any documented misconduct by Employee materially breaches this Agreement as an executive or violates any workplace policy director of Employer, includingor any subsidiary or affiliate of Employer for which Employee is performing services hereunder, but not limited towhich is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s policy regarding workplace harassment, discrimination, confidentiality written notice to Employee specifying the nature of information, attendance, insubordination, the neglect or drug free workplacerefusal; iii. Employee is convicted of(iv) Conviction of a crime involving any act of dishonesty, or pleads guilty to, a felony, an act involving acts of moral turpitude, or the commission of a misdemeanor where imprisonment is imposedfelony; iv. Employee fails (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to devote full time or effort perform its obligations under this Agreement; (vi) Documented failure to follow the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance reasonable, written instructions of the Employee’s duties; v. Employee solicits business on behalf Board of a competitorDirectors of Employer, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsChief Banking Officer, or the Employer’s Chief Executive Officer or authorized designee, provided that the instructions do not require Employee to engage in unlawful conduct; or viii(vii) A willful violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Employer Notwithstanding any other term or provision of this Agreement to the contrary, if Employee’s employment is unable to continue operations terminated for reasons outside and beyond its control. cause, Employee shall forfeit any right all rights to a termination or severance payment in the event of a “for cause” discharge payments and Employer benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall pay Employee only for such period of Employee’s active full-time employment to be paid through the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This Agreement The Company may terminate the Executive's employment for Cause by giving the Executive seven (7) days prior written notice of such termination. For purposes of this Agreement, "Cause" for termination shall be terminated and mean (i) the employment relationship between Employee and Employer shall be severed as willful failure or refusal to carry out the reasonable directions of the date Board, which directions are consistent with the Executive's duties as set forth under this Agreement but which directions the Executive has failed to follow or implement within thirty (30) days after written notice of termination specified in such failure, other than a notice by Employer failure resulting from the Executive's complete or partial incapacity due to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential physical or proprietary information, mental illness or engages in a course of conduct amounting to gross incompetenceimpairment; (ii. Employee materially breaches this Agreement ) a conviction for a violation of a state or violates any workplace policy federal criminal law involving the commission of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplacea felony; (iii. Employee is convicted of, or pleads guilty to, ) a felony, an willful act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to by the Employee’s duties of employment or any action or omission of Employee which Executive that constitutes negligent gross negligence in the performance of the Employee’s dutiesExecutive's duties under this Agreement and which materially injures the Company. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest; v. Employee solicits business on behalf of (iv) a competitor, potential competitor, or for material breach by the Employee’s own benefit and against the interests Executive of the Employerterms of this Agreement, which breach has not been cured by the Executive within fifteen (15) days of written notice of said breach by the Company; vi. Employee engages (v) repeated unethical business practices by the Executive in conduct involving moral turpitude that causes embarrassment or connection with the potential for embarrassment to EmployerCompany’s business, which unethical business practices continue after fifteen (15) days after written notice thereof by the Company; vii. Employer becomes insolvent (vi) habitual use of alcohol or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed drugs by any court to take charge of the Employer’s assetsExecutive; or viii(vii) violation of the Company’s Code of Ethics or similar code of business conduct adopted by the Company for its executive officers. Employer is unable Upon termination for Cause, the Executive shall not be entitled to continue operations for reasons outside payment of any compensation other than salary and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment benefits under this Agreement earned up to the date of termination. Upon such termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunderstock options, all to warrants or similar rights which have vested at the date of termination onlysuch termination.

Termination for Cause. This Agreement Employer may, at its option, terminate your employment for Cause (as defined below). For purposes of this Agreement, termination of your employment for “Cause” shall be terminated and the mean termination of your employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer due to Employee, upon the occurrence of any of the following: i. Employee commits an act (i) your engaging or participating in intentional acts of theft, fraud, dishonesty, falsification material fraud against the Company; (ii) your willful misfeasance having a material adverse effect on the Company (except in the event of Employer’s records, improper your incapacity as set forth in paragraph 8); (iii) your conviction of a felony; (iv) your willful unauthorized disclosure of Employer’s trade secret or other confidential or proprietary information, or engages in a course material information of conduct amounting to gross incompetencethe Company; ii. Employee materially breaches this Agreement (v) your terminating your employment without Good Reason (as defined below) other than for death or violates incapacity pursuant to paragraph 8 (it being understood that your terminating your employment during the Original Employment Term without Good Reason prior to the end of the Original Employment Term shall constitute “cause”); (vi) your willful and material violation of any workplace policy of Employer, 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, Supplemental Code of Ethics for Senior Financial Officers, and Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplaceBusiness Conduct Statement; iii(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 or your willful destruction of or knowing and intentional failure to preserve documents of other material known by you to be relevant to any Investigation; or (viii) your willful and material breach of the provisions of this Agreement. Employee is convicted of, or pleads guilty to, a felonyFor purposes of the foregoing definition, an act involving moral turpitudeor omission shall be considered “willful” if done, or a misdemeanor where imprisonment is imposed; ivomitted to be done, by you with knowledge and intent. Employee fails to devote full time or effort Anything herein to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance contrary notwithstanding, Board will give you written notice, not more than thirty (30) calendar days after the occurrence of the Employee’s duties; v. Employee solicits business on behalf event constituting “cause” comes to the attention of a competitoranother “executive officer” of Employer (as defined by the rules and regulations of the Securities Exchange Commission for purposes of the Securities Exchange Act of 1934, potential competitoras amended), or prior to terminating this Agreement for the Employee’s own benefit cause set forth in clauses (i), (ii) (iv), (vi), (vii) and against (viii) above. Such notice shall set forth the interests nature of any alleged misfeasance in reasonable detail and the Employer; conduct required to cure such misfeasance. Except for a breach which cannot by its nature be cured, you shall have thirty (30) calendar days from your receipt of such notice within which to cure and within which period Employer cannot terminate this Agreement for the stated reasons, and, if so cured, after which period Employer cannot terminate your employment under this Agreement for the stated reasons. For purposes of this Agreement, no such purported termination of your employment for cause set forth in clauses (i), (ii), (iv), (vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; ), (vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or ) and (viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee ) above shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under effective without such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlynotice.

Termination for Cause. This Termination for “Cause” shall mean termination because of Executive’s (a) willful misconduct or habitual neglect in the performance of his duties under this Agreement, (b) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony, (c) material breach of any material provision of this Agreement that remains uncured ten (10) days following written notice thereof from the Company to Executive , unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following such written notice by the Company, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following written notice thereof from the Company, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud against or affecting the Company, or any customer, agent, or employee thereof, or (f) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes hereof, no act or failure to act on Executive’s part shall be “willful” unless done or omitted not in good faith and without actual belief that the action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a written statement to the employment relationship between Employee effect that Executive was guilty of conduct justifying termination for Cause and Employer specifying the particulars thereof in detail. Executive shall be severed not have the right to receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the date Termination Date. Executive shall have the right to receive compensation or other benefits which have already vested or been earned as of termination specified in a notice the Termination Date for Cause, unless payment of such compensation or benefits is expressly prohibited by Employer to Employee, upon the occurrence terms of any of the following: i. Employee commits an act of theftplan, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential program or proprietary information, agreement governing such compensation or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlybenefits.

Termination for Cause. This Agreement The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer deemed to Employee, upon the occurrence of exist if any of the following: i. Employee commits an act following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, dishonestymisappropriation, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary informationembezzlement, or engages in any other act of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a course guilty plea or plea of conduct amounting no contest to gross incompetence; ii. Employee materially breaches a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or violates any workplace policy of Employer, controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, Employer’s policy regarding workplace harassmentunlawful discriminatory conduct) that results in substantial injury to the reputation, discriminationbusiness or business relationships of the Company or that, confidentiality of informationin each case, attendance, insubordinationhas subjected, or drug free workplace; iiiif generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2 (i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. Employee In the event the Executive’s employment is convicted ofterminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or pleads guilty toany other such compensation or benefits, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or except for the Employee’s own benefit accrued but unpaid salary and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and accrued but unused vacation in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any policy of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyCompany.

Termination for Cause. This Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the A. The occurrence of any one or more of the followingfollowing events will constitute an event of default: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer1) PROFESSIONAL’s records, improper disclosure of Employer’s confidential or proprietary information, or engages persistent failure to perform the Services in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this accordance with the Agreement or violates any workplace policy of Employer, Documents (including, but not limited to, Employer’s policy regarding workplace harassmentfailure to supply sufficiently skilled workers, discrimination, confidentiality of information, attendance, insubordinationsuitable materials or equipment, or drug free workplaceto adhere to project schedules as adjusted from time to time by the Parties); iii. Employee is convicted of, 2) PROFESSIONAL’s disregard of applicable laws or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposedregulations; iv. Employee fails to devote full time or effort to the Employee3) PROFESSIONAL’s duties of employment or any action or omission of Employee which constitutes negligent performance disregard of the Employeeauthority of the CITY’s dutiesAgent; v. Employee solicits business on behalf 4) PROFESSIONAL’s violation in any material way of a competitor, potential competitor, or for any provisions of this Agreement and the Employee’s own benefit and against the interests of the EmployerAgreement Documents; vi. Employee engages in conduct involving moral turpitude that causes embarrassment 5) Failure of PROFESSIONAL to pay subcontractors and/or material suppliers; 6) PROFESSIONAL’s violation of CITY’s ethics policy or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsEthics Requirements contained herein; or viii7) CITY designates a Key Person, and that Key Person is no longer employed by PROFESSIONAL. B. If one or more of the events identified in paragraph (a) occur, the CITY may, at its sole discretion, choose to either terminate this Agreement at the time of CITY’s choosing upon written notification to the PROFESSIONAL, or provide a Corrective Action Request to PROFESSIONAL. C. If PROFESSIONAL fails to initiate such Corrective Action or submit an acceptable plan within the aforementioned timeframe, or fails to follow through on completion of the plan, CITY may take any or all of the following actions without affecting the contracted price or schedule: 1) CITY personnel may direct PROFFESIONAL to cease performance on all or part of the Agreement until satisfactory Corrective Action has been taken; 2) CITY may have others take Corrective Action necessary to achieve compliance with the Agreement. Employer CITY may deduct the cost of such Corrective Action by others from any moneys due to PROFESSIONAL. Corrective Action by others shall be taken when, in the judgment of CITY, the noncompliance threatens safety, unreasonably interferes with or delays the work of others, or otherwise creates a situation the resolution of which cannot be delayed without adversely impacting quality, cost or timely completion; 3) CITY may seek any of the Remedies set forth further in this Agreement; and/or 4) CITY may Terminate for Cause as provided herein. D. If this Agreement has been so terminated by CITY, the termination will not affect any rights or remedies of CITY against PROFESSIONAL or any surety then-existing or which may thereafter accrue. No retention or payment of moneys due PROFESSIONAL by CITY will release PROFESSIONAL from liability. E. If it is unable to continue operations ever determined that CITY wrongfully terminated PROFESSIONAL for reasons outside and beyond its control. Employee Cause, the termination shall forfeit any right be converted to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyconvenience.

Termination for Cause. This Agreement shall be terminated and (i) If, during the Employment Term, OUTFRONT terminates the employment relationship between Employee and Employer shall be severed of Executive for Cause, which for purposes of this Agreement is defined as (A) fraud, misappropriation or embezzlement on the part of Executive, (B) Executive’s conviction of a felony or a misdemeanor involving fraud, perjury or moral turpitude, (C) Executive’s repeated willful failure to perform services hereunder, or (D) Executive’s material breach of the date provisions of termination specified in a notice by Employer paragraphs 4, 5, 6, 8, 9, 10, 11, 12 or 13 hereof, except as provided below with respect to Employeeclauses (C) or (D) above (as it relates to paragraphs 4 and 5 only), upon then OUTFRONT shall immediately have the occurrence right to terminate this Agreement without further obligation of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employernature, including, but not limited to, Employer’s policy regarding workplace harassmentthe payment of cash compensation, discriminationthe vesting of equity compensation, confidentiality and/or the accrual of informationvacation time, attendanceexcept for the payment of vested benefits and/or allowing Executive to be eligible for medical and dental benefits as required by law. OUTFRONT will give Executive written notice prior to terminating his employment pursuant to paragraphs 7(b)(i)(C) or 7(b)(i)(D) (as the latter relates to paragraphs 4 and 5 hereof), insubordinationsetting forth the nature of any alleged repeated willful failure or material breach in reasonable detail and the conduct required to cure, if any. Except for a repeated willful failure or material breach which, by its nature, OUTFRONT determines cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the date on which OUTFRONT provides such notice within which to cure any repeated willful failure under clause (C) of this paragraph 7(b)(i) or material breach under clause (D) (relating to paragraphs 4 and 5 hereof) of this paragraph 7(b)(i); provided, however, that if OUTFRONT reasonably expects irreparable injury from a delay of ten (10) business days, OUTFRONT may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances. If Executive cures the willful failure or material breach as provided for in the aforementioned notice thereof, then Cause shall not exist with respect to such willful failure or material breach. For purposes of this Agreement, no act, or drug free workplace; iii. Employee is convicted offailure to act, on Executive’s part shall be deemed “willful” unless done, or pleads guilty toomitted to be done, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employeeby Executive not in good faith and without reasonable belief that Executive’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitorwas in, or not opposed to, the best interest of OUTFRONT. (ii) Notwithstanding the foregoing, Executive shall be entitled to receive any Accrued Amounts should Executive’s employment be terminated for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination Cause pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earnedparagraph 7(b), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This Agreement shall be terminated and the employment relationship between Company may terminate Executive for cause immediately, without notice, if Company reasonably concludes that Employee and Employer shall be severed as has committed fraud, theft, embezzlement, misappropriation of the date of termination specified in a notice by Employer to EmployeeCompany funds or other property, upon the occurrence of or any felony. Company may also terminate Executive for cause for any of the following: i. Employee commits an act (a) Breach by Executive of theft, fraud, dishonesty, falsification any material provision of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetencethis Agreement; ii. Employee materially breaches this Agreement (b) Violation by Executive of any statutory or violates any workplace policy common law duty of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails loyalty to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsCompany; or viii(c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. Employer is unable Company may terminate this Agreement for cause by giving written notice of termination to continue operations Executive, provided, however, if Company declares Executive to be in default of this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, Company shall deliver a written demand for reasons outside substantial performance of such duties and beyond its controlresponsibilities to Executive. Employee Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall forfeit any right have a period of 30 days to a correct the deficient performance. With the exception of the covenants included in paragraph 3 above, upon termination or severance payment in the event of a “for cause” discharge , the obligations of Executive and Employer Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this paragraph, Company shall pay Employee only for such period to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of Employeeaccrued but unused vacation pay through the effective date of the termination; (ii) Executive’s active full-time employment accrued but unpaid Annual Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Upon termination pursuant Executive shall not be entitled to this section, Employee shall be paid when due and continue to participate in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (any employee benefit plans except to the extent earned)provided in such plans for terminated participants, any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred or as may be required by Employee in connection with his duties hereunder, all to the date of termination onlyapplicable law.

Termination for Cause. This Either party may terminate this Agreement shall be terminated prior to its expiration for cause with thirty (30) Days prior written notice to the non-terminating party as follows: (a) If SERVICERS or IPAYMENT become unable to perform its obligations under this Agreement or, specifically and without limiting the employment relationship between Employee and Employer shall be severed as generality of the date of termination specified in a notice by Employer foregoing, SERVICERS or IPAYMENT becomes unable to Employee, upon the occurrence perform its obligations hereunder because of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential applicable law or proprietary informationregulation, or engages in a course of conduct amounting to gross incompetenceany judgment, order, decree, or agency requirement; ii. Employee materially breaches this Agreement (b) If VISA or violates any workplace policy of EmployerMasterCard does not approve, including, but not limited or objects to, Employer’s policy regarding workplace harassmentthe transactions contemplated hereby or imposes costs or requires changes in connection with any activity or transaction contemplated hereby that reduce or otherwise adversely affect the financial benefits that either party is intended to derive from this Agreement. Termination under this Subsection, discriminationhowever, confidentiality of information, attendance, insubordination, requires an additional thirty (30) days after notice to cure. This additional time will permit an opportunity to negotiate with VISA or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails MasterCard and for the parties to devote full time or effort renegotiate as to the Employee’s duties of employment or any action or omission of Employee manner in which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assetsproceed; or viii(c) This Agreement, the transactions contemplated hereby or SERVICERS' participation therein is deemed or criticized by the Office of the Comptroller of the Currency or other regulatory agency to be unlawful, unsafe, and unsound or otherwise inappropriate. Employer is unable to continue operations for reasons outside Notwithstanding the foregoing, (i) SERVICERS and beyond its control. Employee shall forfeit any IPAYMENT reserve the right to a termination immediately terminate this Agreement upon written notice for any breach of confidentiality obligations or severance payment in any infringement of SERVICERS' or IPAYMENT's Intellectual Property or misuse of SERVICERS' or IPAYMENT's Marks by the event other party; and (ii) SERVICERS reserve the right to immediately terminate this Agreement upon written notice for any commission of a “for cause” discharge any fraudulent or illegal activity of any Sub Independent Sales Organization wherein either (A) the fraudulent or illegal activity is material and Employer shall pay Employee only for IPAYMENT has not taken immediate action to cease such period of Employee’s active full-time employment to the date of activities upon any notification, or (B) VISA and/or MasterCard require immediate termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. This Agreement The Company may terminate the Executive’s employment hereunder for Cause at any time. For purposes of this Agreement, “Cause” shall be terminated and mean that the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to Executive has: (A) committed gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee negligence in connection with his duties hereunder, all as set forth herein or otherwise with respect to the date business and affairs of termination onlythe Company, its subsidiaries and/or its other affiliates; (B) committed fraud in connection with his duties as set forth herein or otherwise with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (C) engaged in personal dishonesty, willful misconduct, willful violation of any law, or breach of fiduciary duty, in each instance, with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (D) been indicted for, or has been found by a court of competent jurisdiction to have committed or plead guilty to, (1) a felony (or state law equivalent) or (2) any other serious crime involving moral turpitude or that has (or is reasonably likely to have) a material adverse effect either on (x) the Executive’s ability to perform his duties under the Agreement or (y) the reputation and goodwill of the Company, regardless of whether or not such other crime is related or unrelated to the business of the Company, its subsidiaries or other affiliates; (E) shown chronic use of alcohol, drugs or other similar substances that materially affects the Executive’s work performance; (F) breached his obligations under (1) this Agreement, (2) the Confidentiality, Non-Compete and Inventions Assignment Agreement attached hereto as Exhibit A (the “Covenants Agreement”) or (3) any other agreement executed by the Executive for the benefit of the Company, its subsidiaries and/or other affiliates, provided, that, if such breach described in this clause (F) is susceptible to cure, the Executive shall have thirty (30) days after notice to cure such breach; (G) failed to materially perform the Executive’s duties or to follow the lawful directives of the CEO; provided, that, if such failure described in this clause (G) is susceptible to cure, the Executive shall have thirty (30) days after notice to cure such failure; or (H) materially violated the Company’s written code of conduct or other written or established policies and/or procedures in place from time to time; provided, that, if such violation described in this clause (H) is susceptible to cure, the Executive shall have thirty (30) days after notice from the Board to cure such violation. Any notice to the Executive under this Section 6(a)(i) shall be in writing and shall specify in reasonable detail the Executive’s acts or omissions that the Company alleges constitute “Cause.”

Termination for Cause. This K&B may terminate this Agreement at any time for Cause, in which case Employee shall be terminated entitled to receive base salary and the employment relationship between Employee and Employer shall be severed as of Bonus accrued through the date of termination specified in a notice such termination. Any of the following shall constitute "Cause": (i) any material breach by Employer to Employee, upon the occurrence Employee of any of the following: i. Employee commits an act terms of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy his non-competition agreement with K&B or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and K&B where such breach is not cured within thirty (30) days after written notice of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplacesuch breach is delivered to Employee; iii. Employee is convicted of, (ii) intoxication with alcohol or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to drugs while on the Employee’s duties premises of employment K&B or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, Companies or any customer or potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (customer to the extent earned)that in the reasonable judgment of management, Employee is abusive or his ability to perform his duties and responsibilities under this Agreement is impaired; (iii) conviction of a felony or any benefits under misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime likely to result in public disparagement with respect to any of Employer’s plans under which Employee is a participant the Companies; (iv) intentional misappropriation of property belonging to K&B or any of the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of Companies; (v) illegal business expenses incurred by Employee practices in connection with any of K&B or the Companies' businesses which could have a material adverse effect on CEC's, CECO's, K&B's or any of the Companies' or their business or financial position or reputation; (vi) excessive absence of Employee from his duties hereunderemployment during usual business hours for reasons other than vacation, all disability or sickness after written notice thereof is delivered to Employee describing the date nature of termination only.such excess absences and affording Employee one more opportunity to avoid excess absences; or

Termination for Cause. This Agreement shall be terminated and The Board may terminate the employment relationship between Employee and Employer shall be severed as Assistant Superintendent for: (1) refusal or failure to act in accordance with specific provisions of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates lawful Board directives; (2) breach of this Agreement; (3) unsatisfactory performance as established by two or more written evaluations conducted in two separate fiscal years as part of the Annual Evaluation process; (4) any workplace policy of Employergrounds enumerated in Education Code sections 44932, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination44933, or drug free workplace; iii. Employee is convicted of44939; (5) conviction of or a “nolo contendere” plea to a crime involving dishonesty, breach of trust, or pleads guilty tophysical or emotional harm to any person; (6) any act causing the suspension or revocation of any credential held by the Assistant Superintendent; or (7) inability to perform the essential functions of the position, with or without reasonable accommodation. The existence of such cause shall constitute a felonymaterial breach of this Agreement and shall extinguish all rights and duties of the parties under this Agreement. If cause exists, an act involving moral turpitudethe Board shall meet with the Assistant Superintendent and shall submit a written statement of the grounds for termination and copies of written documents the Board reasonably believes supports the termination. If the Assistant Superintendent disputes the charges, or the Assistant Superintendent shall then be entitled to a misdemeanor where imprisonment is imposed; ivconference before the Board in closed session. Employee fails The Assistant Superintendent and the Board shall each have the right to devote full time or effort be represented by counsel at their own expense. The Assistant Superintendent shall have a reasonable opportunity to respond to all matters raised in the charges and to submit any written documents the Assistant Superintendent believes are relevant to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance charges. The conference with the Board shall not be an evidentiary hearing and neither party shall have the opportunity to call witnesses. If the Board, after considering the presentation, decides to terminate this Agreement, it shall provide the Assistant Superintendent with a written decision. The decision of the EmployeeBoard shall be final. The Assistant Superintendent’s duties; v. Employee solicits business on behalf conference before the Board shall be deemed to satisfy the Assistant Superintendent’s entitlement to due process of a competitor, potential competitor, or for law and shall be the EmployeeAssistant Superintendent’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any exclusive right to a any conference or hearing otherwise required by law. The Assistant Superintendent waives any other rights that may be applicable to this termination or severance payment in for cause proceeding with the event understanding that completion of a “for cause” discharge this conference exhausts the Assistant Superintendent’s administrative remedies and Employer shall pay Employee only for such period of Employeethen authorizes the Assistant Superintendent to contest the Board’s active full-time employment determination according to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlydispute resolution set forth below.

Termination for Cause. This If either party breaches this Agreement (or the Promissory Note), the other party may elect to give the breaching party written notice describing the alleged breach. If the breaching party has not cured such breach within thirty (30) days (ten (10) days for any payment breach hereunder or under the Promissory Note) after receipt of such notice, the notifying party will be entitled, in addition to any other rights it may have under this Agreement or under applicable law, to terminate this Agreement effective immediately; provided, however, that if the cure of such breach in good faith takes longer than such thirty (30) period, then the parties shall be terminated entertain a longer cure period, provided that the curing party embarks on same and diligently prosecutes and pursues such cure to completion. Notwithstanding the employment relationship between Employee foregoing, breach of Section 12.5 shall entitle either party to terminate this Agreement immediately upon written notice. In the event that it is established that as of the Effective Date, Reliant did not own, or have the unrestricted right to use, the Reliant Intellectual Property or have the unrestricted right to grant the license granted hereunder to SLT, or in the event that as of the Effective Date Reliant did not own the Tangible Assets free and Employer clear of any material liens or encumbrances of any kind, then SLT shall be severed have the right, as its sole and exclusive remedy, to terminate this Agreement; provided, however, that any Advance Royalty Payments made by SLT as of the date of such termination specified in a notice by Employer SLT which have not yet been offset by earned or deemed earned royalties, shall be reimbursed to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed SLT by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for Reliant within thirty (30) days after such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this sectionNotwithstanding the foregoing, Employee SLT's obligations under the Promissory Note shall be paid when due and continue in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), its terms notwithstanding any benefits under any termination of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlythis Agreement.

Termination for Cause. This Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date Immediately following notice of termination specified in a notice for "Cause" (as defined below), specifying such Cause, given by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon Company (termination pursuant to this sectionSection 6.2 being referred to herein as termination for "Cause"). As used herein, Employee "Cause" means (i) termination based on Consulting Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be paid when due made by the Board of Directors of the Company after having first given thirty (30) days written notice to Consulting Executive of such determination, and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (afforded Consulting Executive the opportunity to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to be heard by the full extent Board of Employee’s rights under such plansDirectors. Notwithstanding any other provision in this Agreement, accrued vacation pay and any appropriate reimbursement if Consulting Executive is terminated pursuant to subsection (iii) of business expenses incurred by Employee in connection with this Section 6.2 for poor job performance, excluding refusal to perform his duties hereunderduties, all Consulting Executive shall have sixty (60) days to cure the date of behavior upon which the threatened termination onlyis based.

Termination for Cause. This Agreement shall be terminated and the Catalina may terminate your employment relationship between Employee and Employer shall be severed as of the date of termination specified for Cause at any time if you engage in a notice by Employer to Employee, upon the occurrence of any of the following“Cause” activities below. However, if, in Catalina’s reasonable judgment, your misconduct can be cured, Catalina will give you written notice so that you will have an opportunity to cure the misconduct. If you do not do so within ten (10) business days, then you may be terminated for Cause. You can be terminated for “Cause” if you: i. Employee commits an act of theft(i) engage in willful, fraudintentional, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary informationreckless, or engages in a course grossly negligent misconduct the purpose or effect of conduct amounting which is to gross incompetencematerially and adversely affect any member of the Group; (ii. Employee ) falsify any work, personnel or company records; (iii) knowingly and without authorization take company funds or property or make unauthorized charges against any of the Group’s accounts; (iv) repeatedly refuse to perform your duties; (v) materially breaches breach any of your obligations under this Agreement, the Change of Control Agreement or violates any workplace policy Catalina’s Code of EmployerBusiness Conduct & Ethics or the Service Agreement dated October 1, including2006 between you and Catalina Marketing UK Limited except because of a physical or mental illness, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, injury or drug free workplacecondition; iii. Employee is (vi) are convicted of, or pleads you enter a plea of guilty or no contest to, a felony, an act felony involving moral turpitudeturpitude or materially violate any federal or state securities law; (vii) repeatedly and excessively use of alcohol or illegal drugs after Catalina’s Board of Directors (the “Board”) has warned you that your employment would be terminated if you continued such use; or (viii) engage in any other willful, intentional, reckless or grossly negligent misconduct or gross insubordination which impacts your ability to effectively perform your duties or ▇▇▇▇▇ the Group in a material way. In considering whether to terminate you for Cause, the Board, or a misdemeanor where imprisonment is imposed; iv. Employee fails person or committee designated by the Board, may exercise its discretion to devote full time or effort conduct factual investigations and to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee interview you or other person or persons appointed by any court individuals that it determines to take charge of be appropriate under the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlycircumstances.

Termination for Cause. This The Company may terminate the term of employment and all of the Company’s obligations under this Agreement, other than its obligations set forth below in this Section 4.1, for “cause”. Termination by the Company for “cause” shall mean termination because of your (a) conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised) other than as a result of a moving violation or a Limited Vicarious Liability (as defined below), (b) willful failure or refusal without proper cause to perform your material duties with the Company, including your obligations under this Agreement (other than any such failure resulting from your incapacity due to physical or mental impairment), (c) willful misappropriation, embezzlement or reckless or willful destruction of Company property, (d) willful and material breach of any statutory or common law duty of loyalty to the Company having a significant adverse financial impact on the Company or on the Company’s reputation; (e) intentional and improper conduct materially prejudicial to the business of the Company or any of its affiliates, or (f) willful or material breach of any of the covenants provided for in Section 9 hereof. Such termination shall be terminated effected by written notice thereof delivered by the Company to you and the employment relationship between Employee and Employer shall be severed effective as of the date of such notice; provided, however, that if (i) such termination specified is because of your willful failure or refusal without proper cause to perform any one or more of your obligations under this Agreement, (ii) such notice is the first such notice of termination for any reason delivered by the Company to you under this Section 4.1, and (iii) within 15 days following the date of such notice you shall cease your refusal and shall use your best efforts to perform such obligations, the termination shall not be effective. The term “Limited Vicarious Liability” shall mean any liability which is based on acts of the Company for which you are responsible solely as a result of your office(s) with the Company; provided that (x) you are not directly involved in a notice by Employer to Employeesuch acts and either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the occurrence acts causing such liability or (y) after consulting with the Company’s counsel, you reasonably believed that no law was being violated by such acts. In the event of termination by the Company for cause, without prejudice to any other rights or remedies that the Company may have at law or in equity, the Company shall have no further obligation to you other than (i) to pay Base Salary through the effective date of termination, (ii) to pay any Bonus for any year prior to the year in which such termination occurs that has been determined but not yet paid as of the following: i. Employee commits an act date of theftsuch termination, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential and (iii) with respect to any rights you have pursuant to any insurance or proprietary information, other benefit plans or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance arrangements of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; viCompany. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit You hereby disclaim any right to receive a termination or severance payment in the event pro rata portion of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment any Bonus with respect to the date of termination. Upon year in which such termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyoccurs.

Termination for Cause. This The Company may terminate the Employee’s employment under this Agreement at any time for Cause. For purposes of this Agreement, “Cause” shall be terminated and mean a determination by the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of Board that any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to following have occurred: (i) the Employee’s duties failure to follow the lawful and reasonable directives of employment the Company or the Board; (ii) the Employee’s material violation of any material Company policy, including any provision of a Code of Conduct or Code of Ethics adopted by the Company; (iii) the Employee’s commission of any act of fraud, embezzlement, dishonesty or any action other willful or omission gross misconduct that in the reasonable judgment of the Board has caused or is reasonably expected to result in material injury to the Company; (iv) the Employee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Employee which constitutes negligent performance owes an obligation of nondisclosure as a result of the Employee’s duties; v. Employee solicits business on behalf relationship with the Company that in the reasonable judgment of a competitor, potential competitor, the Board has caused or for is reasonably expected to result in material injury to the Company; (v) the Employee’s own benefit conviction of, or plea of guilty or “nolo contendere” to, a felony or misdemeanor (other than a minor traffic offense); or (vi) the Employee’s material breach of any of his obligations under this Agreement or any written agreement between the Employee and against the interests Company. Except for any such event or condition which, by its nature, cannot reasonably be expected to be cured, with respect to the events or conditions described in clauses (i), (ii) or (vi), the Employee shall have thirty (30) days after receipt of written notice from the Company specifying the events or conditions constituting Cause in reasonable detail within which to cure any events or conditions constituting Cause, provided that the Company serves notice of such events or conditions and intended termination within sixty (60) days of the Employer; vioccurrence thereof, and such Cause shall not exist unless either the Employee is not entitled to notice under this sentence, or, if the Employee is entitled to such notice, he fails to cure such acts constituting Cause within such thirty (30)-day cure period. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge Termination of the EmployerEmployee’s assets; or viii. Employer employment shall not be deemed to be for Cause unless, prior to termination, the Company delivers to the Employee copies of resolutions duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice is unable provided to continue operations for reasons outside the Employee and beyond its control. he is given a reasonable opportunity, together with counsel, to be heard before the Board), finding that the Employee shall forfeit any right to a termination or severance payment has engaged in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and conduct described in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only(i)-(vi) above.

Termination for Cause. This (a) The Company or, if applicable, any of its Affiliates, may terminate the employment of the Employee at any time without notice or payment in lieu of notice for “Cause,” which, for purposes of this Agreement shall be terminated and mean: (i) The Employee’s breach of any material term or provision of this Agreement (including the employment relationship between Employee and Employer shall be severed as covenants in Article 3 hereof), provided that a breach of the date Code of termination specified in a notice by Employer to Employee, upon Conduct shall not be Cause unless the occurrence conduct at issue constitutes Cause under (ii)-(vii) of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetencethis Section; (ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer) The Employee’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails documented failure to devote full time or effort to substantially perform the Employee’s duties under this Agreement; provided that the Employee was provided notice of employment such failures, counseled as to how to correct or remediate such failures, and has failed to correct or remediate such failure within thirty (30) days; (iii) The Employee’s failure to reasonably cooperate with any action lawful investigation undertaken by the Company; (iv) The Employee’s gross negligence or omission breach of fiduciary duty provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct; (v) Any conviction of the Employee (A) under any local, state, provincial or federal statute which constitutes negligent makes the performance of the Employee’s dutiesduties impracticable or impossible, (B) of any offense against the Company or its personnel, Affiliates for whom Employee is providing services, or customers, or (C) of any other offense involving moral turpitude; v. Employee solicits business on behalf of a competitor(vi) Any misconduct, potential competitor, gross incompetence or for conduct incompatible with the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedingsduties hereunder, or prejudicial to the Company’s business provided that the Employee has a receiver, trustee or other person or persons appointed by any court been given written notice thereof and has failed within fifteen (15) days to take charge of the Employer’s assetscorrect such conduct; or viii. Employer is unable (vii) Gross insubordination or willful disobedience to continue operations the lawful directions of management of the Company provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct. (b) If the Company exercises its rights under this Agreement to terminate the Employee’s employment for reasons outside and beyond its control. Cause, the Employee shall forfeit not be entitled to receive any right further remuneration or payments of any kind or nature hereunder from and after the Termination Date, other than any earned but unpaid Base Salary, any unpaid earned bonuses from the year prior to a termination, reimbursement of reasonable expenses incurred prior to termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policiesthe terms hereof, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred other payments required by Employee in connection with his duties hereunder, all to the date of termination onlylaw (“Mandatory Payments”).

Termination for Cause. This Agreement shall The employment of the Employee may be terminated for Cause at any time; provided, however, that before the Company may terminate the Employee's employment for Cause for any reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the employment relationship between Employee shall have 60 days from receipt of such written notice to satisfy such conditions. If such conditions are satisfied within such 60-day period, the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause on written Notice of Termination (as defined in SECTION 13(A)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this SECTION 11(A), the Company shall pay to the Employee in a lump sum his then current Base Salary under SECTION 4(A) on a prorated basis to the Date of Termination (as defined in SECTION 13(B)). On termination pursuant to this SECTION 11(A), the Employee shall forfeit (i) his Bonus under SECTION 4(B) for the year in which such termination occurs, and Employer shall be severed as (ii) all unvested Options and other options, warrants and rights relating to capital stock of the Company, except those issued prior to the date of termination specified in this Agreement. For purposes of this Agreement, Cause shall mean: (1) a notice by Employer to Employee, upon the occurrence material breach of any of the following: i. Employee commits an act terms of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement that is not immediately corrected following written notice of default specifying such breach; (2) repeated intoxication with alcohol or violates any workplace policy drugs while on Company premises during its regular business hours to such a degree that, in the reasonable judgment of Employerthe other managers of the Company, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. the Employee is convicted of, abusive or pleads guilty to, incapable of performing his duties and responsibilities under this Agreement; (3) conviction of a felony, an act involving moral turpitude, ; or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort (4) misappropriation of property belonging to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under Company and/or any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyits affiliates.

Termination for Cause. This Agreement Employer shall have no obligation to make payments to Executive in accordance with the provisions of Paragraph 4 or otherwise for periods after Executive’s employment with Employer is terminated because of Executive’s termination for Cause. For purposes of this Paragraph 6, Executive shall be considered terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice for “Cause” if he is discharged by Employer to Employee, upon on account of the occurrence of any one or more of the followingfollowing events: i. Employee (i) Executive becomes habitually addicted to drugs or alcohol, as confirmed by the written opinion of a medical doctor; (ii) Executive intentionally discloses confidential information in violation of Subparagraph 5(d)(i) or engages in any action in violation of Subparagraph 5(d)(ii). (iii) Employer is directed by regulatory or governmental authorities to terminate the employment of Executive or Executive intentionally engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on Employer; (iv) Executive is convicted of a felony crime (other than a felony resulting from a minor traffic violation); (v) Executive flagrantly disregards his duties under this Agreement after (A) written notice has been given to Executive by the Board that it views Executive to be flagrantly disregarding his duties under this Agreement and (B) Executive has been given a period of ten (10) days after such notice to cease such misconduct. However, no notice or cure period shall be required hereunder if Executive’s disregard of his duties has materially and adversely affected Employer or is illegal ; (vi) Executive commits an act of theftfraud against Employer, fraud, dishonesty, falsification violates a duty of loyalty to Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting violates an obligation owed to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination onlyParagraphs 3 or 5 hereof.